The MCU's Spectacular Spider-Man
by cornholio4
Summary: Origin of Spiderman in the Marvel Cinematic Universe. A Spider themed vigilante has been beating up criminals, looking for his uncle's killler but he may be needed when a bigger threat makes his presence known! Peter/Kitty Pryde.
1. Prologue

**Basically telling Spider-Man's origin in the Marvel Cinematic Universe, taking place during Phase Two and during the underappreciated Agents of SHIELD show.**

In a secret military base several soldiers were looking through the window of an entirely white soundproof interrogation room where sat at a table was a bald headed man in a scientist coat and glasses. "What is the report on our prisoner?" asked on the soldiers to a guard present who looked nervous.

"Doctor Mendel Stromm one of our scientists who was working on serums to cure diseases which he used spiders for his test subjects." explained the guard he had questioned looking at the soldier in the eye "he had created a serum that could be used to splice animal genes into humans but unfortunately he had gotten wind of the fact that we planned to use his experiment to create new bio-enhanced soldiers so he went into hiding taking everything pertaining to the research with him, by the time we tracked him down and put him into custody he had burnt most of it and when questioned he said he hid what's left of his notes and his last remaining test spider."

As the soldiers were taking Dr Stromm was busy counting the tiles on the ceiling he was thinking about how he was dying from chemicals he used in his research. He will probably be dead within the month but at least his research would be safe from the superior of these military officials General Ross who wanted to use the research to create his own super army to compete with SHIELD director Fury's 'boy band'.

As this was happening a happy family was having a picnic in the woods, there was a boy in his late teens with brown hair, glasses, dark blue jeans, white shirt and a light blue shirt over it that had short sleeves.

The couple who was his aunt and uncle both had glasses and brown hair with streaks of grey hair, unknown to the family nearby was a broken jar glass with a label marked "**ARACHNE**" and out crawled a spider which went up the arm of the boy until...

"Ouch!" Peter stammered as the Spider fell off his arm and onto the grass, "Are you okay Peter?" the women asked concerned as the man shared an equally concerned look.

"Just fine Aunt May and Uncle Ben, just a bug bite, nothing serious..." Peter smiled as his aunt and uncle then smiled back with Ben then bringing out the bug spray and a spray to treat bites.

**2 MONTHS LATER...**

At Midtown High School the students were leaving and Peter himself with his backpack was walking towards a pale skinned thin boy with long black hair that was wearing gothic clothes. "Hey Mike!" Peter said greeting his science classmate Michael 'Mike' Morbius "Good job on our double project today, Doctor Connors was really impressed when he both gave us our A++!"

"I guess..." Mike said shrugging in a moody tone of voice as he just walked past him making Peter looked concerned for a second, then came up to him was a tall boy with short hair that was barely noticeable and a basketball t-Shirt and with him was a pretty looking girl with brown hair, blue jeans and a yellow shirt.

"Hey Kitty, Hey Flash!" Peter said with a wave in greeting to his two best friends Katherine 'Kitty' Pryde a somewhat nerdy girl and Eugene 'Flash' Thompson one of the nicest jocks on campus.

"Don't mind Mike, if he wants to act all alone then let him be." Kitty said with a smile as she put a hand on Peter's shoulder.

"Yeah Morbius probably thinks with the paleness of his skin and if he acts like that then the Team Edward fangirls will swoon over him." Flash retorted making the trio share a laugh "hey do you want to come over and we can watch some real vampire movies on DVD!"

Kitty nodded while Peter answered "sorry Flash but I am working on a new formula that I have been working on, something i believe can revolutionise how we do things tomorrow..."

Kitty and Flash looked concerned and Flash decided to say what they were both were thinking "you have been using that excuse too many times recently Parker, are you sure that is not just some excuse for you to have some alone time, I mean you have not been willing to hang out at nights since, well you know..."

"I have gotten over it, I promise." Peter assured with a sigh "tell you what one night when this research is done we can spend some time together!"

They both nodded a little assured as Peter ran home, after getting home his Aunt May welcomed him and then gave him his microwave cooked macaroni for dinner telling him she would have to go out for an appointment and would not be home until eleven.

"I will be okay until then Aunt May." Peter smiled eating the Macaroni quickly and then cleaned his dishes. He then waved Aunt May goodbye as he went up to his room.

He adopted a serious look as he looked at two metal wrist devices he kept hidden in his desk as well as a red full face mask and a red shirt with a spider logo on it. He looked at a scrapbook he had of newspaper articles.

One was telling of a criminal who had killed a man who was living with his wife and nephew and of a red masked vigilante targeting criminals at night and witnesses said he wore a shirt with a spider on it. This vigilante was dubbed "the Spider" and despite his size, he had seemed strong enough to beat up thugs that even the police officers would have trouble taking down.

"Dennis Carradine, I finally found someone who knew where you worked last night." Peter said to a wanted photo attached to the article of the murder "I have been dreaming of this day for quite a while and finally you will reap what you saw"

**THE MCU'S SPECTACULAR SPIDER-MAN!**


	2. Vampire?

That night in an alley a scruffy looking man with bags for clothes, sunglasses, long blonde hair and a five o clock shadow was walking about until he spotted some sort of shadow. "Montana if that's you..." the man said as he turned and looked fearfully at the figure in front of him.

"Your time has come Carradine..." the figure said and then Carradine began running away terrified as fast as he could, "He won't get far..." the figure said as he began going after him using some sort of web material coming out of the palm of his hands.

Peter Parker smiled to himself, revenge would soon be his!

Inside a warehouse a large man with a big forehead in a blue business suit was telling several armed thugs "okay listen up here is what Big Man Foswell wants us to do: Ox you get north of the city, Montana and Dan you both get..."

Then the door slammed open as Carradine began running into the place looking terrified, "You have got to help me Hammerhead..." Carradine begged the man in the blue suit who was glaring harshly at him.

"You have got to protect me from him..." Carradine managed to say as Peter entered the place wearing a red wrestling mask, a black winter hat on top of his mask, a red shirt with a spider logo on it, baggy trousers and a black jacket which wasn't zipped up.

"It's that Spider guy who has been messing with our people!" Hammerhead exclaimed recognising the guy from the footage and photos that he had seen and pointed to him "ENFORCERS, GET HIM!"

The men began grabbing their guns and firing at Peter but he managed to dodge the bullets as rapid speed, Peter was using some sort of extra sense he got that he nicknamed his 'Spider-Sense'.

"What is he an athlete or something?" the largest man there who was nicknamed 'Ox' nicknamed with a dumbfounded look on his face, Peter chuckled as using some web material from the metal bands around his wrist he took the guns out of the criminals' hands.

"Now let's fight thugs to Spider!" Peter smirked as the criminals began running up at Peter and he managed to keep dodging their punches and began taking them down with punches and kicks of his own.

Within minutes there was only Ox and Hammerhead, Hammerhead then pointed his head at Peter and charged saying "you are in for it now you freak, not only am I as strong as a wrestler but I have a steel plate in my forehead!"

"Oh really?" Peter smirked behind his mask as he caught Hammerhead's and used it to ram it head first into Ox's head thus knocking them both down, Peter saw that the only one left was Carradine who was walking up the way to the roof.

"It's your turn now, Carradine..." Peter said as he began going after him, soon Peter was now chasing him on the rooftop.

"You will pay for what you done to that man you murdered, Carradine!" Peter shouted after Carradine but suddenly a figure appeared out of nowhere and took Carradine down to the ground.

Peter stopped and watched in disbelief as the figure wearing a long black jacket looked like he was biting Carradine on the neck as Carradine's screams were heard. "Hey, what are you doing!" Peter yelled gaining the figure's attention as he stopped what he was doing.

Because it was night and dark Peter could not get a good look at the figure's face but his eyes seemed to be glowing dark red, "Who are you?" Peter asked running to the figure only for the figure to punch him at such a speed that Peter's Spider-Sense could not react in time.

Though he staggered Peter was still standing as the figure said in a dark low voice "this is your only chance mortal, stay out of the business of a creature of the night!", then the figure managed to leap away to the building next to the one he was on with his jacket billowing in the wind.

Peter looked down at Carradine but before he could take a closer look he noticed several police officers had found their way onto the roof and were now pointing their guns at him, Peter realising that it now looks like he had attacked Carradine (he meant to but did not get the chance).

Peter managed to jump down and making sure the police hadn't seen him he began running away, "_Creature of the Night_?" Peter thought as he began sneaking into his bedroom through the window "_did he think he was some sort of vampire or something, regardless I may have to find out who this guy is!_"

That morning in a secret base of S.H.I.E.L.D. (the Strategic Homeland Intervention Homelands and Logistics Divison) sitting at a table were two Agents Phil Coulson and the deputy director Maria Hill, "What do you make of this?" Coulson asked showing him a newspaper headline of Dennis Carradine a minor member of New York's organized crime ring who was found in a coma with his blood drained, the police saying they found the vigilante they dubbed "the Spider" at the scene of the crime. There were also reports that in the last two weeks there were found bodies of similarly drained victims who were slowly recovering.

"This Spider has been going after criminals for some time now and S.H.I.E.L.D. has him under radar." Hill stated with a look around her "the scans of the drained victims has shown that whatever had attacked them had human and bat DNA and the specialists researching this Spider believe he is not ordinary human, though he doesn't seem to have anything to do with the Centipede your team has been following."

"So there is a vigilante who might have some powers similar to the Avengers and some creature that seems to be some sort of vampire, am I correct?" Coulson asked in a serious tone doubting that the existence of anything will ever surprise him ever again due to the fact that he personally met the God of Thunder himself.

"Yes indeed, some of us at S.H.I.E.L.D. have nicknamed this creature 'the Living Vampire', I already have Sitwell sent to investigate these two strangers along with a particular soldier." Hill stated drinking coffee out of her mug.

"What Captain Rogers?" Coulson asked making Hill laugh before responding "Director Fury doesn't want to waste Rogers on anything that does not directly endanger the security of the world or at least the US, the soldier he has recruited was what brought your current team together."

Coulson's eyes widened as he realised what Hill was implying, "Are you talking about..." he asked and Hill nodded.

As this was happening Agent Jasper Sitwell was talking to a black man with a shaved head wearing a black S.H.I.E.L.D. uniform, "Are you ready?" Sitwell asked and Mike Peterson nodded with a grin.

**Yeah this takes place before the episode where Mike reunited with the team to fight Centipede once more.**


	3. Vampires at Midtown High part 1

At Midtown High the very next morning during lunch in an unused classroom Michael Morbius had gathered several of his friends over as well as other people he knew for a meeting, "Welcome to the first meeting of the Midnight Sons, a group that will undoubtfully change the world for the better." Morbius said waving to the bored looking audience who were drinking and eating the refreshments that Morbius had brought with them.

"Why did you bring us here Morbius?" one bored looking onlooker asked as he tucked into his sandwhich "what could you possibly show or tell us that can change the world."

Morbius chuckled as he took out of his backpack a water bottle filled with some sort of red liquid, he then opened it up and drank it as his skin began going even paler than it already was and it looked like his ears was getting pointier.

"Dude what did you just drink...?" screamed one of the guests as the people began screaming as Morbius's eyes began glowing red.

"This is the secret of the next stage of humankind." Morbius clarified pacing around the same small spot "in the Battle of New York the world as we knew it ended forever, we now know that not only are we not alone in the universe but humankind have now become obsolete because of what's out there. Through regular doses of this formula I will go beyond a mere mortal and soon you will all join me as members of the new race of immortal creatures of the night!"

"Dude we are not drinking that thing to become freaks like you..." someone shouted as t he crowd began shouting in pain as they started holding their heads; Morbius smirked as his teeth now resembled fans.

"You don't need to, my formula was poured over every single refreshment that I had brought for this meeting." Morbius said as he started cackling. As his guests' skins began growing paler he said to them "Come on my Midnight Sons, this school will now feel our presence!"

****MCUSSM****

Kitty was now sitting next to Peter in the school library; Kitty peered from her textbook to seeing that Peter was reading **Fangs of the Beast: a Complete History Surrounding the Myths and Legends of Vampires** by Abraham Whistler. "Okay Peter you yesterday did not want to come and watch a vampire movie marathon at Flash's and yet right now you are reading about vampires?" Kitty asked incredulously as he got up to read somewhere else "I honestly don't understand you sometimes Pete."

Peter continued reading until he saw a one armed blonde haired man in a labcoat and wearing glasses, "Hello Mr Parker." greeted Dr Curt Connors the Midtown High's science professor as he noticed one of his star pupils.

"Dr Connors, can I ask you something?" Peter asked getting up from his seat, he continued after seeing Dr Connors nod "this is going to sound odd but...do you believe in the paranormal?"

"Had you asked me that question a few years ago Mr Parker, I would have decided not to dignify that question with a response." chuckled Dr Connors as he faced Peter "but after all what has happened in the past few years: billionaires creating suits of armour, giant green monsters, hammer wielding gods falling out of the sky, American symbols of propaganda appearing after the history books have long called him dead and alien invasions no longer being limited to just science fiction...well I guess anything is possible right now and there is no point anymore in disbelieving anything."

They then heard screaming and running around coming from outside of the library, curiously Peter put the book back and took his backpack to see what was going on. "Okay what is going on in my school!" the principal complained over the noise, he was a white haired man with glasses and a moustache "you are all acting like the aliens have struck again!"

"They just might have!" someone shouted, Peter then noticed several students now had pale skin, red eyes and at what seemed like super speed were leaping at other people and biting their necks.

Peter noticed Kitty and Flash running away, it might have been a trick of the eye but Peter thought for a second that it looked like Kitty had gone through the wall. Peter did not dwindle on that for long as he rushed to a janitor's closest.

Peter looked into his backpack and pulled out his ski mask, metal web-shooters, red mask and the red shirt with the spider logo on it, "I hope I did not need to bring this but unfortunately it looks like a good thing that I have!" Peter said to himself as he changed into them and put his jacket back on.

Peter left this backpack in there as he jumped out, hearing the fire alarm as someone had probably pulled it so they can get out and away from what happened to these students. "Wait these students now looked like the figure that attacked me last night..." Peter thought looking as the 'Vampire' students began going closer to him "Maybe if I take them down I will eventually find the one from last night, I will have to remember that they are still my classmates and I can't seriously harm them!"

Peter then noticed his Spider-Sense going off as he jumped up and was now sticking to the was just as one of the so called Vampires was about to pounce on him. The vampire looked around confused as Peter jump and tackled him from behind and used his web to stick him to the ground.

"Time to find my attacker and hopefully some answers to where they are coming from." Peter thought to himself "maybe if I am lucky I will find Angel or Spike."

As Peter began running down the corridors he did not notice Flash and Kitty stopped running when they noticed him and came to get a closer look, "Who is that Guy?" Flash questioned and Kitty just shrugged.


	4. Vampires at Midtown High part 2

At the S.H.I.E.L.D. Hellicarrier, Mike Peterson wondered into a n office where Agent Jasper Sitwell was sitted.

"Ready for your official first solo mission as a S.H.I.E.L.D. Agent, Mr Peterson?" Sitwell asked and Mike nodded eagerly.

"So where are we going?" Mike asked enthusiastically, wondering if he was just about to go on a mission worthy of James Bond himself.

"We will be going to Midtown High." Jasper explained getting up to Mike's confusion "to fight vampires."

"You are a funny man Mr Sitwell." Mike laughed for a second but he noticed Jasper was not laughing with him, when he looked up he was shocked to see Sitwell's face was serious. "You are not kidding are you?" Mike asked wondering if this was a dream.

"Midtown High is in a panic because as an informant has informed us some students are attacking other ones, they seemed to have turned into creatures that seem like vampires." Sitwell explained while Mike was getting a little excited as it seemed to be like Buffy and James Bond rolled into one "our informant also thinks the Spider is in there."

"What Spider?" Mike asked and Sitwell decided to tell him "a masked vigilante who at night times have been beating up criminals with a spider logo on his chest and he seemed to be able to shoot web from his hands and walk on walls."

"Really? Wow!" Mike said in awe as he followed Sitwell out of the office, Sitwell decided to continue telling him while they were walking.

"There are more of these instances coming up, some are just idiots dressing up in costumes and trying to be real life superheroes while some seem to know what they are doing." Sitwell said as he continued his explanation "There are a team of agents trying to track another nocturnal vigilante wandering about the roofs of Hell's Kitchen while dressed as a red devil."

"So other people have been inspired by the Heroes of New York just like I was." Mike beamed while Sitwell just nodded and smiled at what Mike had said.

Soon they reached a helicopter with other S.H.I.E.L.D. field agents waiting for them, they went in and the pilot took off to take them to the roof of Midtown High where they will continue from there.

"Do you think if they really are vampires then Dracula will be there?" Mike asked Sitwell as he was sitting right next to him on the plane. Sitwell just laughed and answered:

"After everything we know about the universe has been questioned, I wouldn't surprise me if that was the case."

***MCU-SSM***

Peter was busy going about the corridors rescuing students that were being bitten by these Vampire creatures, "It's about enough that New York had to have that invasion." Peter muttered as he tied up two vampire students with his web "but it seems that it is built on the Hellmouth as well, I wonder if Mike is involved since he could be mistaking for a vampire anyway with how pale it is..."

"You would be right Parker!" Peter thought and after his Spider-Sense going off he dodged just in the nick of time and then noticed that he was almost pounced on the back by Morbius looking smug and even more vampire like than the others.

"Wait I don't know what why you are calling me Parker..." Peter tried to deny but Morbius just laughed him off as he managed to run faster than the blink of an eye to Peter and punch him into a wall faster at a pace that was faster than his Spider-Sense.

"Don't bother trying to play stupid Parker." Morbius smiled as he lifted Peter up by the neck and tossed him aside "I recognised your scent from that confrontation we had just last night!"

"Wait that figure was you Mike?" Peter realised as he got up and his eyes widened, he managed to dodge several punches and jump at the ceiling "what happened to you Mike?"

"I feel better than I had been before." Mike smiled as he managed to climb up the walls chasing Peter "I was exploring an abandoned warehouse and I found a crate with notes by a Dr Stromm about research of crossing human DNA with that of an animal, after memorising the notes and burning them afterwards I experimented with creating a serum to put bat DNA into me. Regular does have allowed me to go on a transformation that when completed will allow me to live forever as a powerful creature of the night."

"You did this to yourself Mike, using notes you found in a crate?" Peter yelled out exasperated "don't you realise how dangerous and stupid that was Mike?"

"Michael Morbius is dead, Parker." Morbius told him with a dark laugh as they both jumped down to the ground "there is now new lord of the vampires, Morbius the Living Vampire."

"Really Mike is that the best you could come up with, really lame compared to Iron Man, Captain America or Hulk." Peter drawled as they then spotted several S.H.I.E.L.D. agents pointing guns at them, them having already found bitten students or vampire students that Peter knocked out and they were taken in to be treated.

"Don't move!" the agents ordered as Mike Peterson was there ready to engage if things got more out of hand than they already were, "See what happened Mike?" Peter drawled facing Morbius with a shake of his head "because you decided to play mad scientist guinea pig on yourself you now have the Men in Black after us, or maybe they are the G.I. Joes!"

"These mere mortals are no match for me!" Morbius snarled as he leaped at the agents dodging the bullets only for Mike to jump ain and started fighting Morbius with the skills he learnt at the S.H.I.E.L.D. training academy.

"Your scent is different; you are not like normal humans." Morbius commented after pulling Mike off him and started engaging him "but no matter, the Living Vampire shall still triumph!"

"What is with that guy you have, what could he possibly have that would make his scent different?" Peter wondered out loud.

Apparently he did not do a good job of keeping his thoughts quiet because an agent piped up and said "he is not exactly a normal soldier, I can't say much more but let's just say he is not ordinary."

Morbius after making Mike trip over his feet managed to take a bite of Mike's neck and managed to suck some of his blood, but Mike managed to push him off and get back to his seat.

"What was in your blood?" Peter asked incredulously as he noticed Morbius was now having his ears more pointed, his fangs was growing sharper, his eyes was becoming more dark red and it looked his fingernails was becoming more like fangs.

While this was happening Peter took out a small red spider like device and threw it at Morbius's neck which attached itself to it without Morbius noticing, a tracer just in case Morbius escaped.

"Thanks to your blood my transformation is going faster and your strength has been giving to me!" Morbius shouted excitedly and he jumped through the window and not before saying "I will now begin my final experiment tonight!"

"Nice going geniuses, you made him stronger and allowed him to get away!" Peter snarked as he watched through the broken window and saw Morbius climb down a pipe and run away.

"You could join us, you know Mr Spider." Agent Sitwell told Peter before he could get away "We are from the Strategic Homeland Intervention, Enforcement and Logistics Divison or S.H.I.E.L.D. for short. We protect the world from threats that the normal police or army can't handle, we could use someone with your talents in our organisation."

"I will think about it." Peter responded his mind trying to comprehend that some guy in a suit was trying to recruit him for some agency with a cool acronym "thanks for the offer anyway!"

He then web slang away back to the closet where he changed and changed back. He found Flash and Kitty in the halls and went away. outside along with all of the members of the faculty and staff there were reporters, parents, guardians, policemen and ambulance people to take the victims away to be treated..

Peter, Kitty and Flash made the excuse to where they were was that they barricaded themselves in a classroom since the hall was crawling with the creatures and it would be too dangerous to risk going out before it calmed down.

The officials accepted the excuse and there was Aunt May who had to be pried off Peter before she hugged him to death, Kitty's parents and Flash's parents agreed to let Kitty and Flash spend the day at Peter's house since due to this incident the school would be cancelled until further notice.

Peter was wondering what was going through Mike's head when he decided to try and make himself into a vampire? No matter with the tracer he put on him he could track him down and try and put a stop to this before anyone else could get hurt. Mike might even be treated and they could turn him back to normal.

Last night he was determined to make sure Dennis Carradine got what was coming and now tonight he forgot all about his vengeance and he was now instead determined to find Mike and make sure that he doesn't hurt anyone, weird isn't it at how much people's goals or priority can change within fifty hours?

On the car ride back Kitty and Flash glared at him, Kitty whispered to him "we saw you change into that masked guy, when we get alone in your room we will get an explanation!"

Peter sighed, there would be no use stalling this even further.


	5. Showdown

Peter sighed as he sat in his bedroom with Kitty and Flash, they explained they saw him come into the closet to change back to his normal clothes and they were hiding so they could not see him. Kitty and Flash after he heard them explain about how this happened had looks of worry.

"So you must have gotten these powers from some spider that bit you during a picnic?" Flash asked and Peter nodded "and Pete did you really think you had to catch your Uncle Ben's killer all on your own!"

"You don't understand!" Peter shouted out as he stood up suddenly, making Kitty and Flash jump from their seats, "I could have prevented it..." Peter said through deep breaths "Carradine ran past me in the street, I had already discovered my powers and I could have stopped him but I didn't...Uncle Ben paid the price when he tried to stop Carradine himself..."

"Peter do you really think your uncle would want you to beat yourself up like that or let you get consumed by guilty?" Kitty asked in a gentle tone as she put her hand on Peter's shoulder "what's done is done, Peter you made a mistake but it is one you can make up for by finding Mike and making sure his delusions doesn't hurt anyone else."

"...you're right Kitty..." Peter smiled for a second as he went to his laptop and soon he brought up a map of Manhattan with a beeping sound as a red dot could be seen. "During my fight I managed to put a homemade tracker onto Mike so I can track him down later." Peter explained with a wide grin "So guess I might have a chance to talk some sense into him..."

***TMCU-SSM***

That night at the top floor of an abandoned warehouse Morbius was now in the lair he had built for himself, the place was filled with gothic furniture he had came across and he now was wearing a long black coat and a pendant of a symbol he found in a book of vampires. There were also canisters of his formula that would help create more like him.

This was perfect, with the blood of that agent he had sunk his fangs into earlier he was now growing stronger and his transformation was excelling more rapidly.

Soon he will rule the night as the lord of the vampires, he then chuckled and said "you can come out now Parker, with my new senses I can smell your scent from a mile away so trying to hide is pretty much pointless."

"Why did you do this to yourself Mike?" Peter asked now dressed in his Spider outfit again seriously as he hung from a web he had made on the ceiling and then jumped down, he then looked at Morbius with serious in his eyes and behind his mask "why willingly allow yourself to be denied a normal life ever again?"

"**WHY? WHY, YOU WANT TO KNOW WHY PARKER? I WILL TELL YOU WHY!**" Morbius roared at tossing a table aside as he faced Peter with a furious look on his face which made him step back a little "when those aliens came I realised something, life as we knew it was over! We were now home to aliens, gods and these so called superheroes! Us normal people have no place among these creatures; we are merely expendable cannon fodder to the adventures of these heroes and villains! I realised that since the world became pretty much a comic book why not make it into a horror film? I did this so that as an immortal creature of the night I will have a chance to survive in this new world, now I will rule the night and be able to go toe to toe with these titans!"

"You have truly lost it Mike..." Peter said dumbfounded, Mike did this because he didn't think normal people could survive anymore?

"I have became much more of a human just like you have Parker." Morbius said growing more calm "join me and we can show our superiority over humanity together!"

"Sorry Mike but I have to stop you from hurting anymore people, including yourself!" Peter said in a serious tone, Morbius sighed as he replied in a polite tone "then so be it Parker..."

Morbius pounced at Peter who managed at the last second, "I will be making sure these do not mutate anyone else!" Peter said as he managed to start knocking over the canisters and spilling over onto the floor.

"You have great power Mike but you could have used it more responsibly." Peter said as he began spilling more canisters, "MY FORMULA, NO!" Morbius managed to shout as he jumped at Peter and began punching him on the floor.

Peter managed to push Morbius off and get up again and took a moment to catch his breath; he then reacted just in time before Morbius jumped at him again. "Turn yourself in Mike, they can help you and maybe undo at least some of the truth you have done to yourself!" Peter said in a pleading tone as he got a fire extinguisher and blasted Mike with it as he began to pounce again.

Mike furiously tossed the fire extinguisher aside, "I Don't want to be a normal weak human ever again!" Mike shouted fury in his dark red eyes "I am happy with my new mortal form!"

Then the formula on the floor began turning to flames and soon the place including the room was now becoming on fire, "Mike we have to get out!" Peter shouted now practically begging "we will both we burnt to a crisp if we do not escape!"

"Doesn't matter to me!" Mike laughed almost maniacally "I will return again, just like you could never truly kill Dracula, Jason Voorhees, Freddy Krueger or Michael Myers!"

"Mike listen to yourself, this is real life and not a movie!" Peter shouted now getting annoyed but to his horror he saw that Mike was now downing the last canister of his formula.

Mike was now growing larger and there were more hairs growing around him, he then tore his jacket and shirt off as he shouted "**my transformation is complete, I will now ripe you to shreds Parker!**"

Peter then jumped out the window and climbed the wall up to the roof but the now mutated bat like Morbius was not that far behind him, he then noticed a helicopter was there with Sitwell, Gunn and several S.H.I.E.L.D. agents were there holding weapons.

"Nice job with the tracking device since it shown up on our radars." Sitwell smiled as they saw Morbius rushing towards them.

The Agents then began blasting their sonic emitter weapons at Morbius who due to his now enhanced bat like hearing was now screaming while holding onto his head. Peter then took the opportunity to tie Morbius up in webs and then used a kick to the head to knock Morbius down.

The Agent began getting to work putting Morbius in an extra large straightjacket and an electronic collar just in case he tried to attack, "We have been examining the victims and the vampire students he created earlier and we may think they can be cured or at least put down to a human degree." Sitwell said as he then smiled "god work there, mind if we call you Spider-Man since I think it has a right to it?"

Peter smiled right back at Sitwell and responded "actually yes I do like it, I am not so sure about joining though but if you need it just call your friendly neighbourhood Spider-Man!"

Peter then went away and web slang away as Morbius was being led into the helicopter, "He needs a new costume though..." Sitwell chuckled to himself "one that doesn't make him look like a thug..."

***TMCU-SSM***

The next morning...

"...This vampire outbreak has been thwarted and the mastermind behind it, seventeen year old science prodigy Michael 'Mike' Morbius has been taken into custody where professionals are hard at work trying to put Mr Morbius back to normal." Christine Everhart said to herself as she tied up her report "and officials say that Mr Morbius was taken into custody thanks larger to the help of spider themed vigilante dubbed 'the Spectacular Spider-Man!'"

***TMCU-SSM***

"I can't wait to see Peter in the new suit I made for him!" Kitty said and Flash said as they entered through to Peter's room to see him in a new suit which had a red mask similar to his previous one only it had white lenses for the eyes, a red and dark blue suit with a black spider logo and was made of a type of fabric that was mostly bulletproof that Kitty had acquired on a family trip. The suit also had a web like pattern and it included Peter's web-shooters.

"How do I look?" Peter asked and his friends smiled as Flash replied "like a true hero Pete!"

***TMCU-SSM***

In an S.H.I.E.L.D. cell Morbius had been treated so he was now no longer as mutated as before but like he was before biting Mike's neck, he was in a glass cell (just like the one they had built to house the Hulk) and wearing an orange jumpsuit. He was on the cell's bed while reading Christine's article and chuckled to himself.

"At least I got some victory..." Morbius chuckled quietly to himself "you may have beaten me Parker but I have succeeded in making you accept that you are now much more than a normal human like me, I looked forward until we can have a rematch..."

Outside his cell was his parents and his little brother and sister who had came to visit, "Hang in there Mikey." His dad shouted from behind the glass cell "Hang in there buddy, the doctors say they will someday get you back to a normal level!"

Mike rolled his eyes as he returned to reading the newspaper, "Hmm apparently I was voted the supervillain of the month..." Mike muttered amused "hmm also the astronaut son of the man who runs Daily Bugle Communications will be back from his latest trip to outer space..."

**Yeah I plan on making a Kitty POV chapter but I didn't want to force it into the story unnaturally.**


	6. Aftermath of an Origin

SHIELD agent Phil Coulson was walking about when he was confronted by the organisation's director himself Nick Fury, "Director Fury sir." Coulson said with a smile.

"Coulson I heard you had your first dealing with Victoria Hand." Fury said with a knowing smirk, Coulson cringed a little as he responded "she seemed...frustrating to say the least, almost on a level that could be compared to dealing with Stark..."

"Hand is not that bad Coulson, especially if you compare her to her superior the man who runs SHIELD's HAMMER Division." Fury laughed as he responded to Coulson's statement, "I heard about him...Osborn the one who ran his own company before joining..." Coulson replied as he thought about what he learnt in the S.H.I.E.L.D. records.

"Osborn is a level of annoyance all of his own, do you know he actually supported the World Security Council when they demanded that Blonsky be put in the Avengers?" Fury asked and Coulson's eyes widened "yeah I know and Osborn has been asking me to consider his proposal of a similar initiative to the ones that assembled the Avengers, but instead of recruiting superhumans we would be recruiting criminals to be an army in exchange for more lenient sentences."

"Seriously, is Osborn insane or something?" Coulson could not help but exclaimed, "He is insane." Fury agreed with another chuckle "but HAMMER is SHIELD's most insane division and Osborn is possibly the only man insane enough to run it, here is what I wanted to talk to you about..."

Fury then handed Coulson a newspaper, on the headline was a picture of Spider-Man slinging about with a new spandex silver web cape attached to his arms and back along with a picture of several thugs knocked outside of the police station with the headline reading "**SPIDER-MAN STOPS BANK ROBBERY!**"

"Spider-Man? Wasn't he was apparently the one who stopped the apparent vampire attack by Mike Morbius; I got Fitz and Simmons begging me to let them study Morbius and Skye freaking out about the existence of vampires." Coulson laughed as he looked at the article "didn't Agent Sitwell meet up with him twice?"

"Yes he did and I believe Sitwell can be our way of reaching this Spider-Man if we ever need him." Fury explained shrugging a little "I believe that he could have been involved with the late Dr Stromm's work..."

Then came deputy director Maria Hill who told Fury "Director Fury, we have a problem!"

"Unless New York City is attacked by a giant robot with his own army of robot bees I am busy." Fury told Hill sternly, "Sir you know Adrian Toomes?" Hill asked and Fury knew what she was talking about.

"Are you talking about that scientist who we fired after he tried to sell plans of Sam Wilson's flight pack to the Ten Rings?" Fury asked and Hill gave a little nod in confirmation, "well I have gotten reports that he broke in and stole some tech, including the plans for the pack." Hill explained and Fury grunted.

"It's no giant robot or alien invasion but i guess it is still bad." Fury muttered and Coulson asked "my team is available if you want to send us in Director Fury..."

"You have your arms full with Centipede organisation Coulson so I think I will pass it over to a team that has yet to be involved with some conspiracy with a possible terrorist group." Fury clarified and Coulson took his cue to leave.

"Hill once Toomes is apprehended I want that vulture locked away and thrown away the key for the rest of his long life." Fury ordered and Hill nodded as she took her leave.

"Another nut job with a dangerous weapon..." Fury muttered as he walked away to deal with his super soldier now.

Sometimes it was not work getting out of bed in the morning but he guesses this was part of the job of making sure the entire planet is safe and sound.

***T-MCU-SS***

"...don't get me wrong Kitty I like the web-cape you decided to add in my costume late but some people I beat up think it looks kind of silly." Peter told Kitty as he was walking her to her house after school.

"Peter I don't think you have to take criminals' opinions into account." Kitty chuckled as they continued walking "Personally I like the colourful and wacky!"

"Hey did you hear about Harry coming back from Boarding School?" Peter asked and Kitty thought for a second before nodding, "that rich friend you had in second grade back before you began hanging out with me or Flash who at that point was still figuring out which end of the pencil is used to write?"

"That's the one and I think Flash is still working on that one." Peter responded and they shared a laugh, "His dad works for the government and I think he turns eighteen in less than a month and will take his place as the head of the company his dad built." Peter wondered out loud.

"Yes Richie Rich will become 'I own a super duper company despite the fact I am still in school!'" Kitty responded and wondered for a second, she then asked "how did you find out?"

"I think MJ told me, the three of us used to be friends before we drifted apart when Harry's dad sent him to boarding school, I think she goes out with him on the holidays." Peter replied causing Kitty to start laughing.

"Mary Jane Watson, do you mean that girl who rewrites the definition of 'overdramatic' on every drama club production?" Kitty asked between laughs, soon they were at Kitty's house and they said bye to eachother as Kitty went up to the front door and entered.

"Mum, dad I am home!" Kitty shouted and was greeted by her parents, Carmen and Theresa, "Was that the nice Parker boy, just there?" Theresa asked and Kitty sighed a little after she asked this.

"You should invite him over, at our tea parties his aunt tells me all sorts of stories and he seems like a nice boy." Theresa told her daughter and Kitty groaned.

"Peter is just a friend mum..." Kitty managed to say through gritted teeth, "You may never know, I tried to tell my parents the same about your mother Katherine when we were your kids age." Carmen told his daughter "and you might be able to confide in him about your gifted ability..."

"I will think about it..." Kitty said though she didn't mean it as she walked up to her room in agitation, she sat on her bed and picked up her stuffed toy purple dragon.

"I don't like Peter more than a friend, you know that Lockheed, don't you?" Kitty told her toy as she sighed "well maybe a little..."

As her mind wondered she was thinking about getting advice from another close friend of hers, the singing student Alison Blaire whose performances at the school talent shows were dazzling.

***T-MCU-SS***

In a top secret a lab an aging scientist in a lab coat was working on something, he had a hunchback like neck and he was balding and the hair he did have was a silvery color. "In this economy I needed to make a living somehow..." the man grunted in a low voice "but with this I will show the world what I can do and then I can sell these designs to the highest bidder!"

He then cackled madly and then said to himself "I will show S.H.I.E.L.D. that this was one vulture that they should not have messed with!"

He was working on a dark green suit with a dark green bulletproof vest, gloves and boots. There was also a dark green pair of goggles and a backpack that had attached to it a set of vulture like wings made of weather that were a darker shade of green.

"I know just where to strike first!" the man grinned as he looked at the newspaper headline of John Jameson Jr to return from his trip from space "soon the entire world will know the genius of Adrian Toomes!"


	7. Flight of the Vulture

The next day in the Midtown school cafeteria they were going to their usual table when they saw Kitty arguing with a black haired boy wearing T shirt of the popular comic book Squadron Supreme, "Come on Kitty I really miss you and I know we can make it work if you give us a second chance..." the boy pleaded while Kitty looked annoyed.

"I am sorry Mark but we were wrong for eachother and I doubt this could work out between us." Kitty responded crossing her arms, the boy walked away dejected. "Wasn't that Mark Raxton your ex?" Peter asked as they sat down next to Kitty "I thought you two broke up about a year ago?"

"Apparently he is nowhere near over it!" Kitty responded agitated, "If you want I can give him the biggest wedgie of his life to make him back off?" Flash offered and while Kitty rolled her eyes Peter laughed out loud.

"Thanks for the offer Flash but I don't want to get you a detention since you get enough of them already." Kitty said and while Peter laughed at this Flash just grunted.

"Some things never change huh..." they heard a familiar voice and looked behind him, they gasped when they saw the brown haired boy wearing a black shirt and a black jacket who had his arm across the shoulder of a red haired girl with a black shirt and blue jeans. "Harry!" Peter said getting off from his seat and meeting his old friend "How has life been going for you?"

Harry Osborn laughed and responded "Oscorp's board of directors basically helping me to know what I do when I inherit Oscorp soon and my dad is usually busy with the government job he has."

He then pointed to the girl at his side and said "I think you know Mary Jane Watson the girl I have been seeing when I am not at the private school I was sent to."

"_Yes the queen of drama queens..._" Kitty muttered while Flash and Peter nodded, "If you want, you three can come and visit me and my family's manor sometime." Harry offered.

"I think we will love to Harry." Peter said as his friends nodded enthusiastically, "We will see you later tigers." MJ said as she and Harry walked off.

"So will you be going to the presentation of Captain John Jameson coming home from space?" Peter asked his two friends a facing them again.

"I guess it will be cool..." Kitty shrugged and Flash excitedly said "now that we know that they exist, I just want to see if Jameson brings back an alien with him!"

*TMCU-SS*

"...Why can't Kitty just give me another chance!" Mark shouted angrily walking about his room "So our relationship did not work out so well the first time, we can make it work!"

Then snapped his fingers and out came a snip of flame, "Better be careful next time I am agitated..." Mark said as he took a few steps back as if he had just broken a jar, "wonder if this talent will help me impress Kitty..."

Unknown to him outside of his window two men in suits were heading in the leaves of the tree in the backyard, on their jackets was an emblem with the words "**HAMMER**" on it.

One of them turned a communication device on his ear and said "Sir we have seen the proof of Mark Raxton's powers since his run in with the renegade Centipede members, do you want us to engage them."

"_No agent Gyrich, Let Mr Raxton be for the moment because I have something in store of him, keep trailing him and see if you can find anything about him we can use to get him on our side._" the voice on the other end of the communication device.

"Anything else sir?" Gyrich asked his superior on the other end of the device, "_Yes I have managed to convince Director Fury to have Mr Toomes sent to our base so he can be in one of our cells but i want his cell to be in the same room as Mr Morbius, make sure there will be one ready._" The superior answered on the device "_That will be all Agent Gyrich._"

"Understood sir." Agent Gyrich said as he hung up his device and he then faced the other agent, "Quartermaine I just got word from the boss, Mr Osborn wants us to keep surveillance on Raxton, and he has plans for him."

Quartermaine nodded as they went back to spying in the tree.

*TMCU-SS*

Soon there was an audience outside of a landing grid for a spaceship as they were waiting for John Jameson to return from his launch, soon they were alarmed including John's father a main with silver strands of hair and a moustache J. Jonah Jameson looked like it was about to crash.

Soon the astronauts were ejected as the shuttle crashed at a safe enough distance, Jonah went straight for his son who was being helped up by staff, "What happened John?" Jonah asked in panic.

"Some old guy in green managed to break through the shuttle and damaged the controls..." John managed to say before he was put on a stretcher.

Then the crowd looked into the sky as flying about was Adrian Toomes wearing his goggles and the green armour and wing pack he had created, "Here is some of my technology that I will be putting on the market quite soon, this is the genius of Adrian Toomes!"

"I guess it is time for you to suit up Peter..." Flash whispered to his left in the crowd only to realise there was no one there, "Peter already went to suit up as soon as he saw a glimpse of the flying guy." Kitty chuckled to Flash's dumbstruck face.

"Soon everyone will know my name and I will take my revenge on S.H.I.E.L.D. for daring to fire me..." Adrian cackled before he felt like something collided with him, turned and saw Peter in his Spider-Man costume with his new web cape swinging next to him.

"So who are you supposed to be, is it the Vulture or the Buzzard maybe?" Peter joked while Adrian sneered at his direction, "You will do well to step out of my way!" Adrian thundered as he tried to ram into Peter only to miss.

"Is that the best you got?" Peter asked as he continued to web sling next to Adrian "because I am sorry but I think you might be too old for this super villain gig."

"You will pay for that..." Adrian shouted before Peter jumped onto his back and started messing with his flight pack, "Wait stop you insect menace..." Adrian protested before one of his wings flew off.

"You idiot, you have now doomed us both!"" Adrian shouted while Peter pointed his arm to the air and used his web shooter to create a web parachute while holding onto Adrian's back.

"You like it, a little trick I have been working for quite some time and I never had the time to test it until now." Peter said as they landed in front of several HAMMER agents and reporters.

"He is all yours my good men!" Peter said to the agents as they handcuffed Adrian and led them to a van, "All in a day's work for your friendly neighbourhood Spider-Man!" Peter said to the cameras before he spotted Jonah furiously walking to him.

"I bet you and him were in this set-up together, trying to upstage my son or kill him just so you can pretend to be a hero!" Jonah thundered pointing his finger at Peter "I will make sure everyone will know the masked menace you truly are!"

"Hey it was old bird man over there that ruined your son's day, get your sources right." Peter said with a glare to Jonah before swinging off to change.

"_You think he might be a little more grateful to the guy who made sure the crazy flying lunatic that almost killed his son got caught, oh well I suppose there will be no pleasing some people..._" Peter thought as he web slang back to the alley where he put the backpack containing his clothes so that he could change back.

So this must be how Tony Stark felt when being criticized by the media or being asked to turn his armour to the government.

**With the villains I have been introducing and the little subplot with Harry's dad I bet you could guess what I have in store.**


	8. A Colonel's New Assignment

"_That wall-crawling menace was so thirsty for attention that he and his flying green accomplice arranged to upstage my astronaut son on his coming home party, people like him, Stark, the green rampaging monster that was responsible for destruction of Harlem a few years ago, that shield wielding man walking away wearing the US flag as if he is America and that long haired man with the hammer steals attention away from the real heroes that actually deserve the attention: police officers, doctors, soldiers and astronauts like my son. Real heroes are those who do not need to wear masks. I promise you the good people of New York that as long as I J. Jonah Jameson am the CEO and president of Daily Bugle Communications that I will expose these frauds for what they truly are... _"

"I can't believe this idiot that runs Daily Bugle Communications; you would think that he would be grateful the vulture guy did not kill his son!" Flash shouted angrily as he closed the video posted by the DBC's YouTube channel on his Ipad, Peter was looking glum when Kitty trying to cheer her friend up said "don't worry about it Peter, most of the public don't take the controversial things Jameson says seriously anyway. Look the video has more dislikes than likes and the comments are not too pleased about his words either."

"Thanks Kitty." Peter said with a grateful smile to his only female friend as they reached their destination: Osborn Manor. They went and knocked on the door and Harry answered it.

"I have been expecting you, come right in." Harry said as they entered and then dropped their jaws in shock at all of the expensive furniture, the rich coloured wallpaper and all of the expensive decorations which mostly included weird looking masks. "My dad is busy working at his government job so let me show you all around." Harry said leading them slowly around the house.

"My dad likes to collect masks of various mythological creatures." Harry said and he pointed to a rubber mask of a green rubber mask of what looked like a goblin as well as a dark purple cloak and hood with holes for arms to go through.

"Dad says that this belong to a goblin that liked to cause chaos around the villages." Harry said as Flash asked "so Osborn what is it like being a soon to be young billionaire CEO?"

"The Board has been helping me and when he has time dad has been giving me some pointers." Harry said as his mind began to wonder "he has also been hiring instructors for fencing lessons, boxing lessons and martial arts lessons. He even has been showing me stuff relating to his government job."

"That's so cool Harry." Peter said and Kitty nodded while Flash was busy looking at the Osborn family's large plasma Television screen, "I guess you can watch my TV for a while Flash." Harry laughed and in the time it took for him to finish saying it Flash was already on the couch with the TV on.

Harry, Peter and Kitty had then bursted into laughter.

*TMCU-SS*

Mark was on his computer looking at the Jameson video that Peter, Flash and Kitty were watching, his parents were always big supporters of Jameson and they always caught CBC on the TV whenever they could.

He guess Mr Jameson knew what he was talking about when he said that Spider-Man was some attention seeking menace and he may have probably caused Mike Morbius's transformation just so he could get the publicity.

Then he heard a knock on the door and saw it was the mailman with a package addressed to him, confused he took the package and brought it to his room, "I am not expecting anything..." Mark said to himself as he opened it up and saw there was a note inside saying:

**I know what you can do; you can use this to be the hero that you were born to be.**

**Signed**

**A friend**

Mark stuttered in shock, did someone know about his new fire powers? Was he being watched or did the people who gave him his powers tell anyone else about him. He looked inside the box and saw that it had a short sleeved yellow leather body with red flame patterns as well as matching boots and a yellow pair of goggles with red lenses.

He tried it on and looked at his reflection in the mirror in awe; he thought he looked amazing; he tried using his flame powers and managed to cover his arm in flames. He then realised, with his powers he could become a superhero!

He could catch Spider-Man and the Daily Bugle would praise him as a real hero, Kitty might even fall for him again as his own comic book love interest. He might even get asked to join the Avengers!

He needed a name; the guys that gave him his powers said the experiment was thanks to someone called Scorch but he did not want to have a leftover name. Maybe the Flamer, the Human Torch, Firebrand or how about Pyro?

It then hit him, the perfect name. Spider-Man would be the first villain to be caught by...Molten Man!

*TMCU-SS*

In an United States military base in his normal military uniform Colonel James Rhodes walked into an office to face a man in another military uniform and had balding brown hair.

"The senator said you wanted to see me Lieutenant General Fortean." Rhodes said to Reginald Fortean, Fortean smiled as he motioned him to take a seat. "Yes Colonel Rhodes, not only do we want your help but we kind of need it." Fortean said looking through his files before he got to the one he was after.

"My superior General Thaddeus Ross and my myself are in need of your assistance to capture a fugitive." Fortean said as he passed a file to Rhodes. Rhodes looked through it and saw they were pictures and reports of Spider-Man.

"This is the vigilante that they call Spider-Man." Rhodes said out loud and Fortean nodded before going on "some time ago General Ross hired a scientist called Doctor Mendel Stromm where he was working on research that could create animal based bio-enhanced soldiers, unfortunately enemy cells stole the research and killed Doctor Stromm. Among the research that was taken was his test subjects an engineered spider."

"So you think this Spider-Man was created by this cell?" Rhodes asked and Fortean nodded, "We want you to apprehend this fugitive and bring him in to us for questioning." Fortean explained but Rhodes did not look convinced.

"As seeing on the news what this guy is capable of, I am not sure that I will be able to take him on." Rhodes said putting his hand to his head but Fortean just laughed.

"Surely you know that you can, maybe not as Air Force Colonel James Rhodes." Fortean explained as if he was telling someone the sky was blue "but as the U.S. military and government's armoured Soldier the Iron Patriot."

Rhodes then thought it over and answered "you can count on Iron Patriot sir", Fortean smiled and responded "the US military is grateful for your help Colonel Rhodes, you are excused."

Rhodes got up and left, after the door was closed Fortean turned on his speaker phone, "Yes Reginald?" a voice asked from the other end.

"I just had the meeting with Colonel Rhodes, General Ross sir you will be happy to know that he bought the cover story and he will be able to capture the Spider-Man for us."

"That is great news Reginald." Ross's voice said from the other end of the speakerphone "I let Banner slip through my fingers and fall into Fury's hands; I will not let the thing happen to this freak in red and blue spandex. Thanks for the getting that done for us but for now I need to go; I have a meeting with fellow General William Kincaid for a project he is working on."

"I understand sir, let me know if there is something else I can do for you sir." Reginald said before hanging up the Speakerphone.

**Yeah Norman Osborn will play an important part but he will be hiding in the shadows plotting and having his men do his work for him until it is time for him to step out and make his move, kind of like the current Marc Webb movies.**


	9. Things Happen

**I saw the Winter Soldier movie a week ago since it was release early in the UK, not sure if I can incorporate my plans for my story to correspond with what happened in the movie. Also since it is obvious what I have in store I have all but one member decided for my Sinister Six, any suggestions and what revamped origin I could use for the sixth member?**

In a secret part of the Osborn Manor where Norman Osborn kept stuff relating to his job as head of HAMMER, Harry was walking around with his head turning around the place.

"Hey dad I am going out with MJ, are you in here?" Harry shouted out trying to find his dad. He looked at a certain chamber which was marked "**OZ**". His mind then raced back to when his father showed him the chamber.

_Harry was looking at the chamber while his father's hand was on his shoulder, "Oz, is this some kind of project relating to the Wizard of Oz?" Harry asked confused and his father just chuckled._

"_OZ is a secret serum HAMMER has been developing, don't tell anyone I told you this since I would be a dead man if the higher ups at S.H.I.E.L.D. ever found out about this project I would be forced to shut it down.." Norman said about to explain while Harry kept his eye on the chamber "SHIELD has brought back samples of a soldier serum made by a group that named itself after some insect, to create it they used gamma radiation as well as the medical serum Advanced Idea Mechanics made called Extremis. We managed to turn the liquid samples we had into a gas we called OZ and we are getting ready to test it on a lucky person. Whoever this person is will become strong beyond belief."_

"Strong beyond belief..." Harry muttered walking slowly towards the chamber, as he gently touched the '**OZ**' label he felt a strong temptation and urge to see if it will work on him. Deciding against it he exited, deciding to just leave a not to his dad to tell him he was out.

Unknown to him someone was watching him from a shadow corner, "oh Harry..." Norman chuckled to himself quietly "you won't be able to resist for much longer, Fury has his own little pantheon of larger than life beings and soon you will help me form mine..."

*MCUSSM*

As this was happening several masked men with sacks of loot were being chased by police cars just minutes after completing a robbery of the New York National Bank. "We got a big stash here..." muttered one of the robbers in the back "too bad there won't be much for us once Big Man Foswell takes his cut..."

"They are gaining on us!" another robber shouted to the driver, "I am hurrying ..." the driver shouted annoyed but looked when he saw a yellow and red figure on the road who looked like fire was coming out of his hand. The driver pulled the breaks while shouting "what the..."

*MCUSSM*

That night Peter as Spider-Man was waiting outside of a building, "Okay so the cat burglar known as the Black Cat has been spotted near here." Peter said to himself looking around "she has stolen tech from Hammer Multinational, Horizon Labs, Oscorp and a lot of other tech companies which tried to make their own Iron Man armour, she also stole some poor man's soldier serum from the black market and form what i heard it allows her reflexes go beyond a level which allows her to be hard to catch."

"That was certainly a mouthful..." Peter muttered while spotting a young woman with silver hair, black goggles, a silver high tech belt and a black bodysuit attempting to go into a building through the window.

"Not so fast Ms Black Cat." Peter said managing to kick her head but she managed to catch herself and leapt to a building top.

"_Wow she is a looker..._" Peter thought with a bit of a wolf whistle "_if she wasn't some criminal cat burglar and if someone else hadn't already caught my eye, I would ask for her number._"

"Spoilt my heist plans..." the Black Cat grunted before taking out some sort of gun "but no matter, I have ways of dealing with insect pests."

She started shooting Peter with the guns which was blasting electric shocks, "A prototype that Horizon Labs was working on." The black Cat smirked as she kept shooting at Peter "I decided to take it as a souvenir when I decided to visit one evening."

"Well sorry but you will have to return it and whatever is in that belt when I hand you over to the police." Peter said shooting web blasts at the Black Cat which she kept dodging.

"I don't plan on getting caught." The Black Cat said jumping into the air and trying to pounce at Peter which he avoided with his Spider-Sense. "You will have to do a lot better than that!" Peter said as he was close enough to throw punches at the black Cat which she kept dodging.

"I plan to..." the black Cat grinned taking out some smoke pellets and used it to cover the rooftop in smoke, a minute later the smoke cleared off but Peter noticed the Black Cat getting to a corner and used his web to tie her up to prevent her from getting away.

The Black Cat had claws on her gloves which she used to get free from his web restraints, Peter noticed a robotic figure flying down to the rooftop, and Peter recognised him from the news.

"Heh you used to be War Machine before the Presidents decided to give you a makeover for their campaign against the Mandarin Attacks." Peter said out loud and groaned to himself when he realised the Black Cat had used to the distraction to get away.

"If you are here to help its too late, the black Cat just got away." Peter said angrily while pointing a finger at Rhodes "what do you have to say for yourself?"

"Spider-Man, I am placing you under arrested in the name of the United States Military for interrogation of possible links with terrorist cells." Rhodes said as cannons came out of both of his armour's pads "come quietly or I will be forced to bring you in by force."

"Wait what? I am under arrest?" Peter asked confused, a second later Peter responded to his Spider-Sense to avoid shots coming from the cannons.

He guessed he would have to get this cleared up once he managed to survive being attacked by the Iron Patriot.

*MCUSSM*

The Black Cat had managed to get all the way to her apartment and had gone in through her window, "That was a close one..." she muttered while putting away her equipment and taking off her goggles "I didn't get the stash today but at least the metal idiot in the flag colours distracted the Spider so I could get away."

She changed out of her bodysuit and was now wearing a purple bathrobe, she went to her sink and washed the silver dye out of her hair to reveal her natural red hair...


	10. Spider-Man V Iron Patriot

In his room Mark was huffing angrily at his computer while he was reading the report on the bank robbery he had stopped on the Daily Bugle Communications article, the report talked about how the robbers were now in hospital to recover from third degree burns and the police were talking about tracking down 'the colored costumed anarchist menace'.

"_I was stopping those criminals!_" Mark angrily thought as he glared at his screen before getting up "_I am not some menace, I was stopping the bad guys! I am not like that Spider-Man! Once I stop Spider-Man then the public will appreciate me!_"

He then changed into his Molten Man suit he continued talking to himself in his mind "_Once I stop Spider-Man, the police will recognise Molten Man for being the hero he really is! First I need to pay a visit to my love interest, good thing I figured out how to control the flames to make me fly..._"

*TMCUSSM*

"Look Colonel Rhodes, can't we talk about this?" Peter asked while dodging more shots, "I guess not." Peter said as he managed to web one of the shoulder cannons causing the thing to explode when it tried to fire.

"Look we need to question you about the terrorist cell that gave you your powers?" Rhodes said getting annoyed as Peter kept dodging his blasts, "_What is he talking about?_" Peter thought confused while hiding behind a chimney "_I got my powers from a spider that bit me in the park...okay so he likely won't believe that if I told him..._"

Peter decided to try his luck and jumped down from the building and Rhodes began flying after him using his thrusters, "You had better surrender!" Rhodes said as Peter landed on the ground.

"Do you have any warrant or evidence or something..." Peter out loud wondered as Rhodes began firing at him with his shoulder cannon "Do you have any proof I was doing anything with terrorists?"

"Spider-Man look out..." one of the civilians out on the street yelled as Peter dodged the bullets Rhodes was shooting at him with a wrist gun. The civilians managed to get away but some were shouting at Rhodes and throwing stuff at him. Rhodes stuttered and stopped at what the people were saying?

"Are you trying to get us killed?"

"Does the government want to kill all the heroes they do no control now?"

"Is this the main face of our military?"

"You almost managed to harm these civilians while trying to apprehend me and I can tell you don't have a warrant when I asked you if you had one." Peter stated as the crowd kept booing at Rhodes "I don't know why you think I was working with terrorists but if words get out that the US Government's personal Iron Man almost caused property damage and civilian casualty to apprehend someone who you have no warrant for and maybe innocent, I don't think you or whatever superior gave you your orders would survive the fallout."

Rhodes thought for a second before sighing, "Truth be told I had doubts about following these orders..." Rhodes admitted "even if you were a terrorist agent I don't think you would be helping to stop that vampire wannabe and that winged old man from causing harm. If we ever meet again I hope it will be on better terms and don't worry I will investigate these claims and see if my superiors have been totally truthful to me."

Rhodes started flying away as the civilians cheered and Peter looked on dumbfounded "I honestly did not think talking him down would work..."

He then spotted a figure heading to what he knew was Kitty's house and the figure seemed to be on fire, "I think I will go see if Kitty is going to be visited by a falling star..." Peter muttered as he started web slinging after the figure.

*TMCUSSM*

Kitty was in a purple bathrobe listening to _Cat Scratch Fever_ by Ted Nugent on her stereo, "Hello Kitty..." Kitty heard a voice and her window opening at the same time, and saw someone floating in air smirking at her in a gaudy costume.

"What the..." Kitty shouted as she turned off her stereo and the figure grabbed her and she yelled while the figure flew to her roof while carrying her.

"Who are you, wait you are that fire guy that seriously injured those robbers..." kitty shouted recognising the costume and she realised why the face and hair looked so familiar despite the goggles trying to hide his identity "wait – Mark?"

"I guess you figured out my secret identity..." Mark chuckled stepping closer while flames appeared on his arm "I am now New York's new superhero Molten Man!"

"What happened to you Mark?" Kitty wondered just what happened to her ex boyfriend, "Cool isn't it?" Mark asked playing about with the flames "I owed money to some people and they were not happy when I couldn't pay them back. They offered me a way to clear my debt if I tested something for them. It was a sample of the Extremis that Advanced Idea Mechanics had been using mixed in with the blood of some guy from Tokyo called Chan Ho Yin! I now have these amazing powers?"

"Mark you could have severly damaged the area and killed those people." Kitty told him sternly, they may have been low level criminals but they definitely did not deserve to die.

"They were bad guys, hurting them is my job now!" Mark yelled before calming down "with you by my side as my comic book girlfriend I can do a lot of great things!"

"Mark we broke up because were wrong for eachother, I certainly can't be with you since you are using this power dangerously and irresponsibly." Kitty said trying to reason with him, "I am a hero now and you are destined to be my love interest!" Mark roared getting agitated "to be with me through the adventures that I will end up having, just like in the comic books, TV shows and movies!"

Kitty wondered just how insane did her ex went, did he seriously belief life works out like that? That he could do all the stuff people with powers do in fiction and there would not be consequences? Peter may do the things he says he will be doing but at least peter is smart enough to use his powers responsibly, even if at first he wanted to use them for vengeance.

"Molten Man? Is that what you are calling yourself? Suddenly Morbius the Living Vampire sounds like a more realistic name." Peter said as he web singed in and landed on the rooftop.

"Pet...Spider-Man!" Kitty said correcting herself in time, "Spider-Man, this is so perfect!" Mark said starting to laugh like a lunatic as the flames were growing bigger "once I kill you the people will love me for putting down a masked menace and I will win Kitty's heart!"

"_Looks like that he is like Mike, in the way that he treats what he is doing like some fiction adventure..._" Peter thought bitterly as he was going to have to deal with this insane fire person just after managing to talk down the Captain America colored Iron Man.

**Yeah I had Peter talk down Rhodey to end it as I did not think Peter was at a level that he could realistically take on someone in a Tony Stark designed armour yet.**


	11. Molten Man

"Wait a minute is this Mark Raxton?" Peter asked Kitty recognising the voice of the guy who was throwing flames at him, Kitty nodded looking incredibly scared and Peter thought to himself "_so I know he is upset that Kitty broke up with him but this is seriously overreacting!_"

"Peter look out..." Kitty shouted as Mark threw more flames at Peter but she managed to push him out of the way...and they both passed through the roof!

"Wait so Kitty has Powers too..." Mark asked confused talking out loud before he got really excited "so now we can be power couple just like Superman and Wonder Woman are nowadays, but first need to kill my first bad guy..."

*TMCUSSM*

"Wait did we just pass through your roof..." Peter shouted shocked and confused and Kitty looked down and said slowly "Sorry Peter I did not want you to find out this way but I was afraid your Spider Sense would not react until you got burned..."

"Kitty what did you not want me to find out about?" Peter asked taking off his mask for a second so he could breath, Kitty sighed and said "the truth is...I have this power to make myself intangible and somehow I can also make myself a little bit stronger by changing my density. My parents and I both found out when I was seven and I accident passed through the floor of the upstairs and gone straight into the living room. My parents did everything they could to keep it a secret just in case some government guy came to take me away and I have been practicing to control it ever since so I do not lose control at the worse moment. You must think I am a freak..."

Peter bursted into laughter and said "I have Spider Powers so why would I think you were a freak, I maybe shocked but I do not think any less than you, though we might want to tell Flash so we do not have to go through lengths to keep it a secret from him as well!"

"Thanks Pete and how about we think of a way to break it to him tomorrow." Kitty said and they shared a look before Peter decided to break the silence by saying "I have to go and make sure your exe doesn't burn the entire of New York to the ground in his delusions of being a superhero."

"Here is something for good luck Pete." Kitty said as she kissed him on the cheek, they both blushed as Peter put his mask on and web slinged out the window. A second later Kitty's father Carmen came in and asked "I thought I heard a noise, is anything wrong Kitty?"

"No dad, everything is just fine." Kitty laughed as Carmen looked a little bit reassured before closing the door.

*TMCUSSM*

Mark noticed Peter web slinging in the sky and began using his newly found flight powers to follow him shouting "once I am done with you Spider-Man, the world will hail me as their new hero! I will be up there with Iron Man, Thor and that Hooded Hero!"

"Keep telling yourself that Mark..." Peter drawled as he landed on the ground, "wait he knows my secret identity already?" Mark asked out loud looking incredibly panicked "this is not good. The arch enemy learning of the hero's identity is never a good thing and I need to kill him before he can go after my loved ones!"

Peter then saw Mark land on the ground and kept running to dodge the flames that was coming his way, "Look at all this damage you are doing Mark, do you seriously think this is what heroes do?" Peter asked trying his best to reason with Mark.

"Collateral damage is necessary when you need to stop a dangerous threat!" Mark sneered as he began throwing more flames at Peter; they both heard police sirens and out came several armed police officers.

"We got your back Spidey." One of the officers told Peter as they began firing at Mark, "**I AM NOT THE BAD GUY HERE, HE IS!**" Mark roared furiously as the flames surrounding him began growing larger.

"Let me help you to make up for trying to arrest you earlier..." Peter heard a familiar voice say as he saw the Iron Patriot armour floating down to the ground and began shooting at Mark.

"So you brainwashed the Iron Patriot into being your evil minion Spider-Man." Mark sneered as his flames kept growing larger, behind his faceplate Rhodes had a look of disbelief on his face wondering just how delusional was this fire person.

"Spider-Man, catch!" shouted one of the officers who had gotten a fire extinguisher and threw it at Peter, "Let's hope this works..." Peter Muttered as he caught it using a web and managed to stealthily get close enough to Mark's back and he started firing the extinguisher at Mark.

"What the..." Mark asked confused as his flames went out and he turned around to be knocked out by a punch from Peter, Peter noticed that due to his flames that Mark's hair was almost completely burnt off.

"_Let's hope you get the physical and mental help you need Mark._" Peter thought in his head sorrowfully as he began web slinging home as several government guys in suits came to put Mark in their van "_I believe it is another half an hour before Aunt May gets home from her neighbourhood late nigh book club so I will have time to get a shower and get to bed before Aunt May notices. I may need it too since it was such a busy night dealing with the black Cat, Iron Patriot and my friend's delusional exe!_"

*TMCUSSM*

The next afternoon Peter was out in the park with Kitty and Flash while he was reading the headline of the afternoon paper about Spider-Man's fight against Mark Raxton who had became the fire based anarchist who had earlier injured the bank robbers and called himself Molten Man. They article also talked about how Mark would be receiving treatment to help with his condition and that Mark's parents had to be escorted by security out of the police station when they barged into the police captain's office and demanded they put out a warrant for Spider-Man who they blamed for what happened to their son.

The article also had as section talking about how the Iron Patriot mistook Spider-Man as a criminal but later returned to help Spider-Man subdue the Molten Man. Colonel James Rhodes actually gave a statement to the paper saying:

"_I had gotten orders to bring in Spider-Man of supposed evidence of him being in league with a terrorist cell which gave him his powers. When I got back to the base I found out that said evidence didn't exist and I alerted my higher ups and they assured me they are now looking into the matter. I now publicly apologise to Spider-Man and the civilians who might have been seriously injured if my attempts to capture Spider-Man had continued._"

"Don't feel too bad Peter." Kitty said trying to cheer Peter up when he saw how down he was about the whole thing "it's not your fault that this happened and Mark kind of brought it on himself when he lent money from the wrong people and when he got powers out of it, he was the one who decided to use his powers dangerously and irresponsibly."

"What did you ever see in that delusional nut job Kitty?" Flash asked incredulously, "He was a sweet guy at first and it took me some time to realise he wasn't the guy I thought he was." Kitty sighed "but i could never imagine he would ever take things this far."

"But anyway it's awesome that now my two best friends are superheroes!" Flash said excitedly and Kitty groaned saying "I don't think I am ready to start using my powers yet Flash but thanks for the enthusiasm."

*TMCUSSM*

"We should have known Rhodes was too much of an idealist to be expected to follow his orders without question." Fortean shouted angrily in a private office with General Ross inside a military base that was mainly used for Ross's long standing crusade to capture Bruce Banner "he has even told the higher ups I was the one who gave him the orders, what are we going to do?"

"Relax Reginald I have already arranged for someone to take the fall as the one who supplied the 'evidence' we made up, we just need to think of a new plan for capturing Spider-Man." Ross assured Fortean looking quite calm "we just have to make sure Rhodes or any other goody good idealist has nothing to do with it!"

*TMCUSSM*

Mark angrily glared at the glass cell he was encased in, still in his Molten Man uniform he was sitting in his bed and around him he saw in similar cells was Mike Morbius reading a physics book and Adrian Toomes who was for some reason allowed to work on another flight pack.

This was a mistake, he was not a criminal! He was a superhero who was trying to stop Spider-Man, but now he was in custody of some government guys while Spider-Man was free to go after his family and loved ones. He might even go after Kitty! His superhero career was not off to a good start.

"Mr Raxton?" Mark turned and saw a brown haired man who had slight wrinkles in his face and he was dressed in a black suit with a purple tie. He was next to a large black haired man who was wearing a black glove on his right hand and had scars on his face.

"Who are you?" Mark asked wondering if this was some evil businessman in a suit that often appeared in superhero stories. "I work for SHIELD the organisation which owns this base and this is my bodyguard Eric Williams. I head a division of SHIELD which finds and capture threats and we want you to join us!"

"Why should I?" Mark asked glaring at the guy who was holding him prisoner, "I know about you wanting to lead a righteous crusade against villains including Spider-Man." The man chuckled "and I wanted to help you, which is why I sent you the costume you are wearing now!"

Mark looked surprised, "you are not the only hero in his world Mark and though you do not know it yet, you have been made a part of a larger universe." The man stated walking closer to the cell "join us and you can be apart of a team of other heroes who will make the world safe though the codename of the team is not exactly heroic. It is used to show the intentions of what it will fight against instead of what their intentions are."

"Okay I guess I will be in!" Mark said with a smile "but who are you anyway?"

"Norman Osborn agent of SHIELD and Head of HAMMER." the man greeted "and I want to talk to you about the Sinister Initiative!"


	12. Rematch's Prelude

In the living room of the Parker home Peter, Flash and Kitty were playing Scrabble and Kitty was at the time looking through a dictionary, "See I told you Flash, 'gdhstetg' does not exist so take back your letters and stop trying to cheat by making up words!" Kitty scolded Flash as Flash let out a humph as he took some letters off the board. While they were having their game the Television had been on and was showing the news network of Daily Bugle Communications.

"Oh come on, give me break! I never get to win this stupid game! Why can't we do snap, much easier to win at!" Flash complained as Peter laughed and said "try reading more Flash and maybe you just might if you are lucky: not lose by such a huge margin."

Kitty let out a laugh while Flash glared at them when they heard Peter's Aunt May talk in the kitchen, "I am sorry about your financial issues Anna." Aunt May was saying apologetically to a red haired woman.

"It's alright May, Mary Jane has been helping to pay the bills with a night job she has been doing, she is too proud to ask her boyfriend Harry for money and I have to admit that Mary Jane had to persuade me into accepting some of the money she was getting from her new job." The woman responded, "Wait is she talking about Mary Jane Watson?" asked Kitty in a quiet tone.

"Yeah her aunt is friends with my aunt." Peter explained quietly with a shrug "apparently the Watsons have been struggling with debts and Watson has taken some sort of a night job."

"Hmm I wonder what the Queen of the Drama Queen would be doing for this job." Kitty mused while on the news the DBC newscaster Ned Leeds was saying "the masked cat burglar known as 'the Black Cat' was on the prowl again last night having stolen plans from Fisk International that was being used with their contract to the United States Military. Police Captain George Stacy has issued a warrant for the capture of the Black Cat and urges anyone with a lead on her identity to come forward."

"Next time I see her I won't let her get away again, I would have had her if it wasn't for the former War Machine." Peter said agitated as he took the remote and turned off the TV.

"If it helps Peter I have been doing research and as it turns out one of the few places yet to be robbed by the Black Cat would be the Tower owned by Tony Stark himself." Kitty commented upon and Peter smiled saying "I guess I will have to stick around Stark Tower tonight."

*TMCUSSM*

In Norman Osborn's secret lab where he keeps equipment relating to his job at HAMMER, Norman was in a black bodysuit testing out a silver high tech glider like vehicle device and in a cupboard nearby was a whole row of similar bodysuits. "Dad?" his son Harry asked as he entered the lab.

"Hello Harry, just trying out the Hammer Glider Mark I, using some arc reactor technology Tony Stark himself gave to SHIELD to help with the three Helicarriers they have been creating." Norman greeted as he got down, since his Divison HAMMER mostly worked in the shadows most of his superiors didn't really pay close attention to him so he could afford to talk to his son about some stuff about his jobs that if they found out he was revealing them to someone not even out of high school they would haul him to a lone cell in some secret base on the other side of the world.

"Cool I guess dad." Harry said with a shrug "I am going to go spend some time with MJ before she has to go on her night job later, I won't be too long."

"Have fun Harry." Norman told his son as he left, soon his bodyguard Eric came up to him with some files, "Mr Osborn I have been going through the files of the candidates we have for the Sinister Initiative when I could not help but notice that the initiative is two candidates short so far." Eric told his boss as he handed him the files.

Norman let out a laugh and Eric looked confused, "I assure you Eric there are two candidates who will be joining the Initiative." Norman told Eric with a hand to his shoulder "one of them just left to go meet up with another one, they just don't know about it yet."

"Are you sure that two teens that are still in High School are ideal choices for this initiative?" Eric asked but Norman let out another laugh.

"A drunken playboy, a scientist studying gamma radiation and a scrawny kid too weak to join the army were not ideal choices for the Avengers Initiatives but yet they are now celebrated as modern day titans of myth." Norman told Eric with a tone that said that Norman knew what he was talking about "even the greatest people of all time were nobodies once in their live, until one accident or event made them more than human." Eric explained as he went back to testing the glider "sometimes you just need a little push to help them achieve greatness."

*TMCUSSM*

It was now early night time where soon Spider-Man and the Black Cat would have their rematch.

"That is me going to work Aunt Anna." Mary Jane told Anna with a smile as he was going to the front door while wearing a large brown overcoat that was zipped up, Anna shouted out from the kitchen "be careful out there MJ, don't work yourself too hard."

"I promise I won't." MJ chuckled as he walked out and after closing the door she suddenly adopted a serious look on her face. She started having a serious look on her face as she started walking to her destination.

She soon reached an abandoned warehouse and making sure no one was watching she entered it, inside was tables full of all sorts of electronic equipment and newspaper articles. She went down to a sink she had set up and took off her overcoat to reveal a black leather bodysuit she was wearing underneath along with black gloves, a utility belt and black boots.

She then used some hair dye beside the sink to start dying her hair silver and then put on an eye mask that was lying beside the sink. "Time to strike at Stark Tower and I am sure the highest bidder will pay a hefty sum for whatever I get from Iron Man's tower." MJ said as she went out of where a window used to be and started scaling a building.

Once she got to the top she looked around and spotted Tony Stark's tower in the distance which was still missing all of its letters except for the '**A**' due to what happened in the Battle of New York.

"Time to go." MJ told herself as she started pouncing from building to building, unknown to her in the shadows were several camouflaged soldiers in black armour that had faint "**HAMMER**" logos on the shoulder pads.

One of them took out a communication device and turned it on saying "Mr Osborn Watson the Black Cat is heading to Tony Stark's tower, you want us to capture her?"

There was a pause for a second before Norman responded "no need, I want you to send an anonymous tip to Stark's AI. I will be there to speak with her after her attempt is failed."

"Roger Mr Osborn sir." The agent said as he turned it off.


	13. Rematch

**I know now this will probably not be how dye works but I really don't care.**

**I want to thank Aspiringactor for betaing this though I might have fixed a few things that came up on spell check.**

"Okay, there is Stark Tower right there." Peter mused, fully in-costume watching from the edge of an adjacent building. With his enhanced vision, he easily spotted the black-suited figure making its way into the Billionaire's home. "There is the Black Cat, just as Kitty thought she would be." Peter said to himself, while shooting out a line of webbing towards the high-rise. He leaped into the air and swung, being extra careful to be quiet, so he didn't alert the intruder.

Meanwhile, inside MJ looked around and smirked saying to herself "despite what the public thinks of him, Stark is just nothing more than an arrogant billionaire jerk who has made millions of the death of others and just because he has a fancy suit means that the public worships him, I will make sure some of this stuff goes to more needed people..."

"I don't think you will be able to use any of this stuff when you are behind bars." MJ heard a voice as she was kicked form the back and turned around to see Spider-Man standing there. "That _meddling_ Spider-Man again!" MJ snarled as she took out a smoke pellet and tossed it towards the arachnid hero, who covered his eyes. She started to run, only to notice that Spider-Man had attached himself to the ceiling. "I had prepared myself just in case we had a rematch." Spider-man said as he went for a flying kick but MJ had managed to dodge them using some cartwheels.

MJ got a shock grenade form her utility belt and threw it at Spider-man, only for him to catch it using a web and throw it to the ground causing a fire, "See? Because of you it is now raining inside!" Spider-man said with a glare at MJ as the place's sprinkler system had started. Both heroes exchanged a stare, knowing that the only real way out of there would be beating the other in hand-to-hand combat. Something which MJ was more than competent in. Spider-man was the first to move, using an amateurish swinging punch for her forehead, which she ducked underneath and countered with a sharp blow to his stomach. He returned the favour by driving his knee into her solar plexus, forcing her back and into the path of the sprinkler.

Spider-man's eyes widened as he saw the dye wash out of MJ's hair due to it not having enough time to sink in, "Mary Jane Watson?" he questioned out loud without thinking as MJ glared at him while taking off her eye mask.

"Don't know how you know me but I don't care!" MJ roared as she started trying to make her escape but Peter blocked her view, "So why is a high school student going about as a cat burglar?" Peter questioned as MJ was using her reflex to keep away from Peter.

"I don't see how it is any of your business but I shall indulge the lunatic thrill seeker." MJ screamed while continuing to run away from Peter.

"I have no other option, when the Battle of New York happened my dad lost the office building where he worked at and when he couldn't pay the bills he left and my mum had to check herself into a hospital to deal with dad leaving!" MJ shouted with drama in her voice which made Peter think that Kitty's nickname of hers 'the Queen of Drama Queens' had some truth in it, "It was up to my Aunt Anna to look after me and she had trouble paying the bills." MJ snarled "I did not have it in me to ask my friends or boyfriend for money so I had to take matters into my own hands. I had various gymnastics training and using a disguise I put together I managed to get the equipment needed to get things I can sill to support my aunt and me."

"You did not want to ask your friends for money but you decided it was okay to rob people's places?" Peter asked, he could not help but feel sorry for MJ's predicament but he had to point out some hypocrisy in her thinking.

"They deserve to get robbed, these fancy companies make millions and while the 1% relaxes in their fancy mansions good hard working people have to scrape to make end's meat!" MJ shouted when she bumped into a metal figure.

The figure had a black metal suit with bits of blue, "Not the first shouting angry redhead I have had to deal with in one of my homes, I would have responded earlier but it took a while to finish this suit." said the figure with a familiar voice.

Despite seconds earlier having to feel sorry for MJ feeling she had to go into crime to support her family, Peter could not help but stare in awe in being in the presence of Tony Stark the armoured Avenger known as Iron Man. Peter was a fan of the billionaire, even before he first donned his armour!

"Iron Man!" Peter said in awe as MJ looked a little scared and then managed to run to the window she had gone through and jumped out. "Rats, she got away!" Peter glared at where the window would be.

"Don't worry while she was running I was having my artificial intelligence JARVIS email the security footage to the police so when she is caught she can get the help she needs." Tony shrugged from behind his faceplate and then touched Peter's shoulder which made him think he was going to explode with excitement "I only decided to test this new armour when I saw you outside my tower looking for someone. Rhodey told me about your encounter with him and I wanted to meet with you."

"Really?" Peter asked not fully believing he was actually speaking to Tony Stark, "If you are having trouble with some sort of bad guy just come to my tower for help and maybe you can join me and my Avengers boy band."

Peter felt himself giddy as he started web slinging home, "I wish something could be done to help MJ." Peter thought with a sigh once his giddiness meter calmed down.

*TMCUSSM*

MJ freaked when she was overlooking her house and watching her aunt Anna being interrogated by the police on her location, "This cannot happen..." screamed MJ in panic "What am I going to do now?" she said with a muffled cry as she began to feel a pain coming from her stomach. Spider-man had gotten in a good hit, she had to admit.

"Perhaps I can help you Ms Watson." MJ heard a voice from behind her and was shocked to see her boyfriend's dad Norman Osborn and several HAMMER agents. "I am offering you a spot in a little project my government organisation is working on." Norman told MJ as he let out his hand.

"Why should I?" wondered MJ as she was still comprehending at the state her life would be in right now, "why a pardon for all the crimes you committed, a safe house from the police, I can help you and your aunt Anna live comfortably once you have helped with this project and I can help you get revenge against the person who just helped ruin your life: Spider-Man." Offered Norman with his hand still out.

"I will do it." MJ said with a determined look on her face as she thought it over for a second, she went and took Norman's hand for the shake which made him grin. "_Five down...one to go!_" Norman thought to himself with a wide grin.

*TMCUSSM*

"On one hand I am being praised for allowing a notorious cat burglar to be identified but on the other my aunt's friend blames my alter ego for her niece being on the run!" Peter said to Flash and Kitty, in an agitated tone as they sat at t their table in the Midtown High cafeteria.

"It's not your fault Watson went into crime." Flash said sympathetically before going into a smile "but hey you got to meet Iron Man himself, that night was not a total disaster!"

"Guess not..." Peter shrugged and while sitting alone Harry was glaring at his plate. "_Why didn't MJ accept when I offered her the money to pay her aunt's debts?_" Harry mentally told himself "_Wish I could make that Spider pay, maybe I should give dad's OZ machine a second thought..._"

One of the teachers was watching Peter's table with interest, she was an attractive blonde woman in glasses and wearing exclusively white clothes, "_Ms Pryde just might be what I am looking for..._" Professor Frost said to herself before going out of the cafeteria as a smile crossed her face.

**Yeah Tony's armour is the Tron armour.**


	14. The World is Not the Same

**I am in a really great Spidey mood right now. Recently decided to get the 200****th**** issue of the Ultimate Spider-Man comic digitally in my ipad's Marvel App, loved Kitty's idea of what would happen if Peter had lived (that is my headcannon if Death of Spider-Man didn't happen), actually liked the reference to the Ultimate Spidey cartoon that is a huge guilty pleasure for me. Spoiler alert:**

****I cheered at the hint that ultimate Peter is alive somehow and maybe there is some hope that my OTP couple for Ultimate Spidey will come true!****

**I plan on looking at the final issue of Superior Spider-Man before Peter gets his first series since losing his body to Doc Ock and I actually bought a trade paperback of the Superior Foes of Spider-Man which was alright to me and I am super excited for Amazing Spider-Man 2 despite still not liking the movie's look of the Goblin!**

**Also spoilers at the end for Captain America: the Winter Soldier and there will be spoilers fro that movie from this point forward and thanks again to Aspiringactor for looking over this.**

"MJ was one of the best things that has happened to me and her being with me," Harry grumbled as he walked through his Father's lab, " she allowed me to get through the private school that dad sent me to..." Harry ranted silently to himself which was remarkable of how quiet he was being despite how angry he was. "Now she has to be on the run from the police because of Spider-Man!" Harry sneered to himself before walking closer to his father's OZ chamber, "Should I..." Harry asked himself as the temptation of the power that the machine offered was becoming too great for him. He revelled at the thought of becoming the next super-soldier. Becoming stronger than Spider-Man and faster as well. Using the formula could give him the potential to become the first in a new line of Super-soldiers.

"_Yes," _a small voice in the back of his mind said, and Harry agreed with it. Didn't he deserve the best? Hadn't MJ taught him that? He knew it in his heart. He deserved MJ, she deserved him, and he deserved this power! Without a second thought, he reached for the controls and began to activate the machine.

He stepped inside the chamber, and closed the door behind him. He took in a deep breath as green gases began to swell around him. His muscles began to burn as the gases seeped into them, intensifying in strength. Within ten minutes, the process was finished, and he opened the hatch.

"I feel better than I was before..." Harry said to himself in awe as he went out of the chamber and put his shirt back on. He found his reflexes were better though for some reason his mind was feeling a little bit unhinged in his mind.

"With this power I can crush Spider-Man myself!" Harry said excitedly his elbow almost knocking over a prototype electrical flame sword that HAMMER was working on.

"I will need a disguise and some equipment to take him on though..." Harry mused as he spotted several goblin masks and different coloured cloaks from his dad's collection that decorated the lab. His mind was focused on a particularly bright orange cloak that liked the others had holes for arms to go through.

He also noticed several miniature electronic bombs that were on a table, the sword he had almost knocked over, the glider his dad showed him and the bodysuits that were to be used with the glider including goggles.

Harry then let out a small chuckled which soon escalated into a maniacal laugh, unknown to him a security camera was watching his every move.

**TMCUSSM**

In the secret HAMMER base which utilised the same in the air technology as the Hellicarrier, that was dubbed 'the Mobile Home' Norman Osborn was smirking to himself as he was sitting with Eric while watching a laptop monitor which broadcast the footage coming from a camera he had placed in his private lab.

Stopping the footage for a second he looked to see the four see through cells which housed four of the six intended candidates for his Sinister Initiative: Mary Jane Watson who was in her Black Cat bodysuit (complete with a new eye mask and now without the dye in her hair), Michael Morbius who was using a science table he had been giving to start working on some formulas which could be useful to them, Adrian Toomes who was trying out the improved wing-pack he had built and Mark Raxton (whose cell had holes in it to let in oxygen on the off chance the flames which cause him damage due to the enclosed place) who had practicing using the flames on his arms.

"Mr Osborn you say that Williams will be in our team." Mark asked making the flames disappear for the moment "he doesn't seem so special, what can he do?"

Norman chuckled darkly to himself and then faced Eric and asked "Eric would you please show our recruits just what you are capable off?"

"Yes Mr Osborn sir." Eric replied getting up from his seat and took off the glove on his right hand to reveal a robotic arm and seconds later the metal fingers disappeared and out came a robotic looking scythe weapon.

The five recruits stopped what they had been doing and looked on in awe, "on a mission about seven years ago Eric lost his right arm but thanks to a robotics company called Cybertek he got himself a replacement." Norman explained as Eric made the scythe go back to where it had been and put his glove back on.

"The fellow agents on my team nicknamed me 'the Grim Reaper', broke records with the targets I had taken out with this baby." Eric chuckled darkly himself "despite what I would be capable off in my later life, mum preferred my brother Simon over me!"

"Mr Osborn?" MJ asked stopping for a second, "Yes Ms Watson?" Norman asked his attention going to his son's girlfriend.

"You know how I am with your son Harry?" MJ asked and Norman gave a sharp nod "well then is there any chance I would get to see him or my aunt Anna soon?"

Remembering the footage had just minutes ago seen with his eyes Norman chuckled once again and answered "well Ms Watson I guaranteed you will be seeing Harry soon enough and I promise you that when the time is right you will be reunited with your aunt." He finished with a tight smirk. Everything was coming together perfectly.

**TMCUSSM**

During lunchtime outside of the Midtown High School the students were running around like crazy and looking at their cell phones and laptops they had brought with them, "People here are acting as if the Battle of New York is happening again, yet I see no aliens." Flash said confused as he and Kitty walked up to Peter who was looking dumbstruck at his own laptop which he was using in a corner. Kitty leaned over his shoulder, letting her soft brown hair cascade across his face. Not an unpleasant feeling, in his mind. Normally, his heart would have been racing from this kind of contact, but he was too pre-occupied with his twitter feed. Information was pouring out of multiple feeds. Some of them where rank amateur bloggers, while others, like the Hacktivist group Rising Tide gave out legitimate information.

"What seems to be happening Pete?" Kitty asked as Peter looked up to them, "Someone has just leaked all sorts of information out in the open." Peter said in a fast paced tone as he looked to his friends "apparently HYDRA the terrorist faction that Captain America fought against during World War II has been secretly alive this whole time, all of this time they have been infiltrating all sorts of government bodies!" that was just the tip of the iceberg, he soon found out. "Hey, check this out," he continued as he pulled up a new page, one linked to a known Rising Tide supporter. "Turns out the military were responsible for making the Hulk!"

"What?" Kitty said as she leaned in closer, almost sitting on his lap now. Again, not an unpleasant feeling under most situations. "Holy..." she muttered as her eyes darted from side to side. He felt that some of the same questions where going through both their minds. If the government had played a hand in the creation of one Avenger, who was to say that they hadn't created one more? Or two?

"You serious Pete?" Flash asked and he and Kitty stared at him stunned, "Deadly!" Peter said with a deep edge in his face "Senator Stern is among the agents of HYDRA, someone who works with the leaders of the world was a leader of HYDRA and one of them was someone named _Sitwell! _He's one of the government agents who helped me catch Mike Morbius!"

"I wonder how this could get more shocking..." Flash asked and sure enough police officers were coming out of the school with handcuffed teachers and a brown haired woman with glasses was running from the back of the school to the front. The students recognised her as Professor Drew the deputy headmistress.

"Ms Jessica Drew." said Captain George Stacy father of one of the students shouted as he was chasing Professor Frost with a squadron of men "you are under arrest for collaborating with the terrorist faction known as HYDRA!" he said as two men forced her down the hallway, as a bunch of students watched.

"Our deputy headmistress works with terrorists?" Peter asked in awe and many more students gasped in shock as Professor Drew was tazered and handcuffed to be lead to the police cars.

Finally the elderley principal's voice was now heard on the intercom saying "Okay I have spoken to the police officers and it is obvious we cannot continue classes with the information that has now been discovered which some of our faculty is involved in. Furthermore until further notice the school will be closed and please check the news and school website to know when we will be able to open up the school again! Enjoy your time off students and I hope to see you all again in a better time!"

"Nothing is the same anymore, is it?" Flash asked and his two friends shook their heads while walking to their homes figuring out how to explain all this to their parents or in Peter's case his aunt, "_And I have got a strong feeling that Spider-Man will be needed to help make sure the world stays in one piece..._" Peter mentally told himself as he got to his feet, and shut his laptop. He smiled at Kitty and Flash, the latter of whom was staring off in the distance at the car Ms Drew had been taken away in, while the former smiled back at him. Peter then realized at that point that he might not be enough to help secure the peace. He might need a partner.


	15. Meeting of the United Nations

**Winter Soldier spoilers from here on out and also spoilers for Agents of SHIELD. Thanks again to Aspiringactor for looking over this chapter.**

A few days later, the press room of the United Nations building was filled to the brink with bodies, most of whom, were from the Daily Bugle Communications. And all of their cameras where pointed at the remaining World Security Council, and representatives from the United Nations itself, along with their supporting staff. Some dignitaries had been unable to attend, and watched via video feed, such as the Russian Prime Minister, and the secretive King of Wakanda.

The Council, as well as the United Nations, had brought forth SHIELD operative and Avenger Natasha Romanoff, better known as the Black Widow on her past as an assassin and they had to acquit her because of how needed she may be. In her own words, they needed someone to get their hands dirty, so others could stay clean. The President of the United States, Matthew Ellis was on the podium to address those assembled with his security team by his side, which included Colonel James Rhodes in full Iron Patriot armour. Ellis felt a great sense of security with the armoured man behind him, especially after the events orchestrated by Aldrich Killian and the Advanced Idea Mechanics.

"Members of the United Nations, ever since we found that our top security force, and as well as many of our own governments were compromised by the long thought dead terrorist organisation known as HYDRA. And in having to stop them from committing one of the greatest mass murders in history, classified information being kept in the Strategic Homeland Intervention and Logistics Divison were spilt to the public..." President Ellis said through the microphone on his podium. He took a moment to catch his breath before continuing "Thanks to Agents Romanoff and Hill, Sam Wilson and of course Captain Steve Rogers, better known to the world as Captain America we now know these terrorists are out there and that the mastermind behind this plot who we all believed was concerned about protecting everyone, Alexander Pierce is no more."

He then stopped to catch his breath again "Captain Rogers and Mr Wilson cannot be asked for comments as they are out looking for a long lost enemy, but once whoever they are looking for is found, I will want to thank them personally. Of course in these dark times we will need all of the help we can get so therefore I asked one of the teammates of Captain Rogers to put aside his difficult past with the United States Government to help keep the country and planet in one piece." He paused briefly as he pointed towards a large set of oak doors and proclaiming, "So therefore I want to introduce to you the new United States Director of Homeland Security...Tony Stark!"

Throughout the room, and to the great irritation of Colonel Rhodes, _Highway to Hell_ by AC/DC was playing as dressed in a business suit was Tony Stark himself to applause from the crowd as he was followed by Pepper Potts, Happy Hogan and to the muttering of some Bruce Banner. Some officials were pondering about the new Homeland Security Director bringing the Hulk into the UN building. Several of the guards even reached for their firearms as the famously dangerous man passed.

Tony shook hands with President Ellis before taking his spot on the podium, "Thank you, thank you!" Tony said to the gathered crowd as the applause died down and the music stopped "I know that this is a difficult time but I am happy to help, _Pierce_ may have been a HYDRA goon but he was right on at least one thing: peace is not an accomplishment but a responsibility. I thought I had accomplished it months after building my suit but I now see I have a responsibility to make sure peace is still possible. In this time we need all the heroes we can get but unfortunately heroes are not born, they are created...that reminds me, did you all see the trailer for the new Ninja Turtles movie?" This caused laughter throughout the room and irritation to some of the more serious onlookers.

"But seriously HYDRA is still out there and we need to finish what the good Captain started, but this time make sure they are gone for good." Tony said with a hint of seriousness to the crowd "I know I have not been best with dealing the government including when I refused to hand over my suit, which turned out to be a good thing since it seemed the senator who was demanding my suits was working with HYDRA...but still: I will put aside what grievances I have with governments to make sure the world stays in one piece. Thank you for your time!" Tony sat down to applause as up next a representative of the World Security Council addressed the onlookers.

"Thank you Mr Stark." The representative said before starting "Ever since we found out SHIELD our top force against worldwide terrorism and threats has been compromised ever since it was founded, I assure you we have been hard at work separating the loyal hardworking agents from the HYDRA spies and we have had help fixing the SHIELD facilities which were invaded by HYDRA. We have managed to save the faculty and students of the organisation's academies and have had helped in recruiting others to help join the new restructured SHIELD."

"The previous director Nick Fury is sadly no longer with us but we have found an individual to replace him, an individual who has spent years in loyal service protecting the world from threats that could not be fully comprehended and was a big help in fighting against the HYDRA infestation." The representative said before pointing to the door "here with us bringing along his personally selected team, I want to introduce you to SHIELD director Phillip Coulson!"

The crowd applauded as Coulson walked up to the podium followed by his personal team of SHIELD agents: Skye, Melinda May, Jemma Simmons and Leo Fitz. The reporters noticed for some reason Tony Stark, Pepper Potts and Bruce Banner all had their eyes widened and jaws dropped to the ground. One cameraman even gave a close up of Tony's face as he started muttering "What?" over and over again. But Tony Stark seemed to be the quickest to recover, and he was the first of the heroes to shake the new Director's hand. One of the cameramen even caught a brief whispering between the two.

"Mr Stark I-"

"I'll have Happy send you the most recent season of _Supernanny _as a welcome back present." As the two men parted, Tony gave a small nod to the rest of Director Coulson's entourage. Most notably towards the two younger women, who both smiled back with giddy expressions.

**TMCUSSM**

Kitty was at home watching the DBC news network with her parents, "I know that this might be stressful for you Kitty since billions of government information had been leaked because of a fight with terrorists." Carmen told Kitty putting a fatherly hand on her shoulder "especially since not long ago with what happened to your ex-boyfriend Mark."

"I'm _fine_ dad, really." Kitty told Carmen with a smile as they turned their attention to the television screen where Ned Leeds was reporting.

"_...with the revelation caused by the events that transpired in the Triskellion the headquarters of SHIELD, groups and protesters have reacted very strongly and publicly by all the information that has been spilt. Yesterday afternoon members of the Rising Tide, a worldwide group of self-proclaimed 'Hacktivists' staged a very public and vocal protest over the information that had been hidden from them. The protesters turned violent towards police officers who had come to watch on the grounds of them 'being tools of the corrupt system'. The police had to call in reinforcements to keep the peace and the leader of this protest who had encouraged his followers to attack the police: high profile 'Hacktivist' Johnny Ohm has been arrested and was caught by New York's new vigilante Spider-Man, when he attempted to escape arrest._"

"I feel so sorry for that Spider-Man; he has his work cut out for him!" Theresa chuckled as Kitty was thinking about how had Peter will have to be working during his patrols now.

"I am going back to my room mum and dad." Kitty told them suddenly as she walked up to her room and her parents just shrugged as they continued watching the news.

As she got to her room Kitty looked under her bed and brought of a trunk which she opened to reveal a black bodysuit she had acquired as well as a ski mask with a hole in the back for her hair. There was also a piece of notepad paper which had a list on it:

**Possible names:**

**Sprite**

**Ariel**

**Shadowcat**

**Spider-Girl**

**Shroud**

"I may have long been afraid of using my powers..." Kitty muttered under her breath "but Pete needs all the help he can get!"


	16. Hobgoblin

**Just as I warned spoilers galore for Winter Soldier and Agents of SHIELD. Also Aspiringactor told me that Natasha's real name was revealed in Winter Soldier but I never saw any relevance to it nor could I find anything on it online.**

**Amazing Spider-Man 2 came out on Good Friday in the UK and I saw it yesterday on Saturday (really liked it) but don't worry I am not sure if I am at the point where I will be putting in ideas from the film. Also thanks again to Aspiringactor for looking over this chapter for me again.**

In the Triskellion, Phil Coulson was having help from his team in setting up his new office, "So the SHIELD files that will be kept secret since the old ones are public knowledge, you think you could let me look at them?" Skye asked and Coulson gave her a look which caused her to smile sheepishly.

"Well we got word that the now we know to be the false Clairvoyant, Former Agent Garrett is hiding with HYDRA goons and his renegade partner Ward. Agent Barton is hot on his trail," Melinda May said and the team blanched at the sound of the name of the HYDRA agent who had been their valued teammate and close friend for so long.

"Director Coulson sir." The newest member of the team, Agent Antoine Triplett said entering through the door and Coulson realised he may need a while to get used to being referred to as Director.

"Yes Agent Triplett?" Coulson asked as he put his blood stained Captain America training cards in his desk that Fury had gotten signed for him. They had been a gift from the former director, to repay Coulson's sacrifice before the 'Battle of New York.'

"There is a guest who wants to see you right now." Agent Triplett told them before pausing for a second "it's the head of Homeland Security." The team dropped what they were doing as they realised who this was. He was famous, after all, even before he had donned the flying metal suit.  
"Send him in Agent Triplett." Coulson sighed as Triplett nodded and left. Coulson was not exactly looking forward to working with the new head of Homeland security, due to past interactions between the two. He knew first-hand how difficult the man could be.

"First off I want to say I would have been here earlier today but I had to go to the birthday party for Pierce's niece," Tony Stark said entering the office followed by Happy Hogan and Dr. Bruce Banner "Sweet girl. Hard to believe her uncle was a HYDRA mole but anyway... So this is the new team Fury gave you after you died?"

"Mr Stark, it's a long story and I will explain later..." Coulson started sitting down at his desk as Fitz, Simmons and Skye looked in awe at the two Avengers while May was rather nonchalant, all she did was eye both the gun resting on Happy's side, and the gamma radiation scientist quickly, assessing them as either friend or foe with a single glance.

"I am sure you can, so we both got new jobs at the same time." Tony said shrugging looking at the decorations "so I could accept the job President Ellis gave me, I made Pepper my new CEO and my science brother Bruce here is the head of Stark Industries new Sciences and Development division."

"Anything you want talk to me about Mr Stark?" Coulson asked knowing he had to have confrontations with the other Avengers soon enough.

"Just wanted to see how my good friend Phil was doing." Tony said before Happy handed him a file "but my new boss President Ellis asked me to tell you this." Tony gave him a file of what the government knew about Spider-Man and the different villains he faced, "Ellis wants to know if this Spider-Man guy can help us fix the broken state the world is in." Tony said before heading to the door "oh and please tell your three little girlfriends that even though I am in a happy relationship I would be willing to talk to them sometime!" Coulson knew that despite Stark's flirtation attitude, he would never even consider going on a date with either Skye, Melinda or Jemma. Because no one in their right mind would risk the wrath of Pepper Potts.

Simmons and Skye giggled after Tony left while May looked annoyed and looked at the door again. She then turned back to the group and said, "I think we have another visitor."

"Director Coulson sir, I just wanted the opportunity to meet my new boss for the first time." Said a voice and Coulson watched as the head of Hammer Norman Osborn entered, due to HAMMER having its own secret network that was separate from the rest of SHIELD's database it had managed to survive unscathed from the fallout.

"Mr Osborn, my predecessor told me a lot about you." Coulson said with a smile as he got up and shook Norman's hand, "I just want to make sure the ones involved in HYDRA's CENTIPEDE Divison are being tracked down." Norman said and after a dark nod from most of the team he responded with "that's good, thanks to them I lost my closest ally, Victoria Hand. She may not have taken a joke well but she was one of the best in my division."

"Just so you know Mr Osborn, SHIELD under my command will be different from the old SHIELD, so you might have to tone down on some of the shadow operations that you were doing before the big collapse of the old SHIELD." Coulson warned Norman as he went to the door.

"I will keep that in mind sir." Norman smiled before going through the door and closing it, "Wonder what he is like under that mask?" mused Skye looking at the file the head of Homeland Security had given them.

*TMCUSSM*

That night Peter in his full Spider-Man costume was slinging about New York when he spotted some orange figure flying about that seemed to be jumping from building to building, "What do we have here?" Peter asked as he started following the figure.

Unknown to Peter or the figure another figure was watching them, "time to show you Peter that you have someone to help you now..." mused the figure in a yellow and black in its outfit.

When he got close enough the first figure turned towards him and threw some kind of bomb at him, "What the-?" Peter quipped before falling to a rooftop, he had managed to dodge the blast thanks to his Spider-Sense but he was not able to catch himself in order to stop himself from falling.

He then dodged the figure as he flew right at him, "Did anyone catch the license plate of whatever ran me over?" Peter asked out loud before looking from right to left, "Okay come on out whoever you are!" Peter shouted as he spotted the figure and he had managed to look closely enough at the figure to make him out.

He was in black bodysuit, a mask that was goblin shaped, an orange cloak with holes where his arms went through and had his hood up, he had a brown pouch where Peter supposed that he was holding the bombs he had thrown at him, attached to the belt of the figure was some sort of electronic sword and the figure seemed to be flying on some sort of glider.

"You will be crushed Spider-Freak!" shouted the figure before laughing maniacally in a high pitched voice, "What are you, some sort of a Hobgoblin?" Peter asked and then having an idea he said out loud "hey I don't care what name you have chosen for yourself, I am calling you the Hobgoblin: is that okay with you but if not...too bad!"

As he dodged more bombs being thrown at him Peter asked himself "Why do I keep running into these weirdoes and with my luck it will probably be another person that I go to Midtown High with: maybe Scott Summers, Bobby Drake or that Danny Ketch, and I certainly hope it's not someone like Flash or Kitty... "

The Hobgoblin then jumped from his glider and onto the rooftop and was now holding his sword which seemed to now be on fire, "Let's now fight: goblin to Spider!" the Hobgoblin cackled as Peter realized that he was in for a very rough fight.


	17. Shadowcat

**Thanks to Imperator277 for writing the 50****th**** review and my beta Aspiringactor again.**

"You will fall you stupid arachnid!" the Hobgoblin cackled as he swung his sword from left to right, in dangerous arcs that Peter Parker narrowly avoided. However, the Goblin cackled as he managed to get a lucky hit with the pommel of the blade, sending Peter to the ground.

The Hobgoblin was cackling as he was punching Peter's face and Peter was feeling the punches, "_so this nut-job is strong and not some guy in a stupid costume with weapons..._" Peter thought as the Hobgoblin continued to punch him. _Great. Why can't I get some high-tech weapons?_

Then suddenly a figure seemingly came up through the solid ceiling of the building they were on so it was right behind Hobgoblin, the figure took the Hobgoblin by its cloak and pulled him off Peter.

Peter managed to take a breath as he got up and saw the figure was a girl who was roughly his height, she was dressed in a ski mask but have had had some sort of hole at the back of her mask because her brown ponytail hair was showing and she was dressed in black boots and a black leather suit. It took him all of three seconds to figure out who she was.

"Just what are you?" the Hobgoblin snarled bitterly as he got up and picked his sword up, "You can call me Shadowcat..." the girl said as Hobgoblin charged at her with his sword but she just stood there as the sword passed through her.

The Hobgoblin stood there shocked and could not react in time before Shadowcat punched him in the jaw, "You want to take this creep on?" Shadowcat asked Peter and he grinned under his mask as he slinged in (his web connecting to a cable from a larger building nearby) and kicked the Hobgoblin in the gut.

As Hobgoblin got up he saw Peter and Shadowcat double punch him, "I will have better footing in the air..." he said as he called his glider to him and after getting back on it he took to the air.

"Try dodging these..." the Hobgoblin cackled as he began throwing bombs from his pouches at Peter and Shadowcat. Peter dodged them while Shadowcat was phasing through them, Peter caught one with his webs and sent it to the Hobgoblin which exploded in his face. Peter, before he had slung the bomb away, had attached something to it which fell on the Goblin's glider when the bomb exploded.

The Hobgoblin managed to recover and sneered at the two costumed people before flying off shouting "I will be back for you Spider-Man and your new sidekick as well!"

Peter then smiled as he faced Shadowcat and said "thanks for the help...Kitty.", instantly Shadowcat stammered as she tried to deny it but Peter chuckled and said "I recognised your hair and your voice Kitty, plus Shadowcat? I think you used that name once when we were playing Pokemon on the 3DS. Not to mention I think I can count the number of people I know who can pass through solid matter on one finger."

Kitty sighed and said "sorry about that Pete but I figured that you needed help badly with the reveal that HYDRA was behind so much and I decided I had to forget about any worries I had about using my powers..."

"It's alright Kitty, I understand and I appreciate the help." Peter said putting his hand on her shoulder as they shared a smile underneath their masks "but you might want to go with a different colour scheme for your outfit. All black makes you look like a ninja spy or some sort of bad guy!"

Kitty laughed as she and Peter both parted ways back to their homes. "_Looks like Spider-Man and Shadowcat are here to help out..._" Kitty thought as she reached and phased through the ceiling of her house. Quickly changing from her outfit to her night attire she climbed into bed and went to sleep, being careful not to make any noise so her parents would not hear her.

*TMCUSSM*

The Hobgoblin had reached the secret lair of the Osborn Manor and was furiously thinking about the stupid girl in black and how he would have killed Spider-Man if it wasn't for her. He had taken down his hood and mask (along with the goggles he was wearing for eye protection underneath his mask) when Norman Osborn came into view smiling and asked "had a nice night out Harry?"

Harry Osborn spluttered and tried to explain when Norman interrupted him and said "I understand Harry, you were out for revenge against an insect which took the love of your live away from you, I want to _help_ you in fact son! We both could help change the world for the better!"

"Really dad?" Harry asked interested and as father and son talked, neither of them had noticed the tracer beeping and attached to the glider that Harry was using as the Hobgoblin.

*TMCUSSM*

Emma Frost was a woman born of high society, she came from a well off family but from a young age she realised she was born with certain 'gifts', these gifts allowed her to eliminate any enemy that she had came across and anyone who had spurned her the wrong way.

She took a job at Midtown High as a biology teacher to look for others with gifted potential, the ones she did find she would convince them to join up with her plans for the world.

She shook her head with the HYDRA reveal, to her HYDRA was nothing more than a gather of delusional idiots who thought they were saving the world by conquering it discreetly but they were nothing more that idiots who would have caused anarchy if their plan at the Triskellion succeeded. They did however have managed to kidnap several gifted potential of their own but they would be dealt with another day.

Gifted students that she had personally recruited to her side at Midtown included Bobby Drake, Allison Blaire, Lana Baumgartner and Andy Maguire. She knew there were others like Katherine Pryde, Peter Parker and Scott Summers but they would have their chance to join this cause later.

The students she had recruited she had talked to their parents and convinced them to send their children to her mansion for a tutoring system as she was turning her mansion into her new academy of tomorrow.

That night she was chuckling as she was sipping wine, usually in her Midtown High teacher attire she had glasses, her hair straightened back and a white suit along with a long skirt but now she was in her more casual attire including a white robe, a white halter top, white tight pants and white boots.

"Soon this entire world will learn that it is now the Age of Miracles..." Emma chuckled as she was drinking her wine "a miracle is both a wonderful and a dangerous thing..."


	18. Norman Osborn

**Thanks again to Aspiringactor for betaing this chapter.**

"Are you sure about this Peter?" Kitty asked the next day, wearing her new black costume from the night before. She was following Peter in his Spider-Man costume to Oscorp Tower, they had to tell Flash before they went and he now believed they were an official team.

"I'm positive, Kitty." Peter told her as Kitty now put her arms around Peter's neck as he scaled to the top of the Tower. "The tracker that I put on that Hobgoblin guy leads _directly_ to Oscorp Tower. So I'm willing to bet it is either Harry or his Father who we had to deal with last night."

"Okay I guess he blamed Spider-Man for what had happened to Watson and he might have gotten crazy..." Kitty sighed before they noticed some sort of floating vehicle which resembled a smaller version of the Helicarriers seen on the news report of HYDRA's fight against SHIELD at the Triskellion.

"The tracker is coming from that thing." Peter said and making sure Kitty was safe from possible falling, he went shot a web at the vehicle and went climbed through some sort of vent.

It lead to them being in a large room which made up of most of the vehicle, "Welcome to my little craft, I made it made just for this confrontation, my name is Norman Osborn head of SHIELD's HAMMER Division which has managed to survive despite the revelations about HYDRA." They heard a voice say and when they looked at the front of the place – it shocked them.

It was Norman Osborn sitting on a chair smirking at them and behind him was several large monitors – reached showed footage of Peter changing into Spider-Man, "I have had secret cameras picking these up and I was able to save them for myself since most of what remained of SHIELD at the time was still in disarray." Norman laughed as he got up from his chair "interesting movies, wouldn't you say Mr Parker and I think your little girlfriend is Ms Pryde."

"I didn't believe dad at first Pete." Peter heard as he and kitty saw the Hobgoblin appearing on his glider "but I can now see that you were the one who took my MJ away from me!"

"What did you do to your own son Osborn?" Kitty asked venom in her voice seeing that Norman must have had a hand in his son becoming a villain, Peter was glaring at the man who used his son (and a former friend of his) for his own agenda.

"I have plans to make a better world and you two do not factor in them!" laugh Norman as Harry began throwing bombs at Peter and Kitty which they dodged and they were shocked to see Eric Williams come in with his robotic scythe hand visible, "Eric please leave with Harry while I take care of these two myself!" Norman told Eric, Eric told Harry to come down and he relucantly did so thus allowing Eric to ride the glider with him out of the vehicle place.

"Okay so I just saw a guy with a scythe for a hand..." Harry muttered under his breath as Kitty had a similar look of disbelief under her mask "how more insane can reality become?"

"I gave Harry the latest version of a serum I created called OZ." Norman laughed as he skin was becoming dark green and it looked like he was getting bigger and made Peter and Kitty look terrified "however OZ took several tries to complete and I used samples of the gamma radiation that i created from what Samuel Sterns told me when I questioned him in custody as well as a sample of Extremis..."

Then Norman turned into a large green Hulk like monster and his hands seemed to have fire inside of him, kind of like the AIM Extremis guys they saw on the news. "I tested a dose on myself which allowed me to turn into this..." Norman laughed as he was getting ready to fight "luckily with my strong mind and some tests I can control myself while in this form and control the transformation, you will see what this Goblin can do!"

It was only through his Spider-Sense that Peter barely managed to dodge the fireballs that Norman threw at him; Norman ran and managed to punch Peter to the ground before he could dodge.

Peter barely managed to dodge and Kitty threw him out of the way before Norman could pound him, the monitors switched to a smiling man in a business suit, "Hello Norman, as you know I am your boss Phil Coulson the Director of SHIELD." The man smirked as Norman looked furious "We caught wind of your operation to build this thing and since it is technically SHIELD property we have gained control, we have managed to find some of the stuff you have kept hidden form us and I have already authorised SHIELD operatives to question every HAMMER agent we can find and look through the secrets we have managed to find from yours. We are shutting down this craft and if you survive Norman then I am looking forward to having you questioned in custody."

Then the floor started shaking and Peter and Kitty had to stay together to pick themselves up, Norman thundered in rage as the place was going in flames due to Norman continuously pounding the ground with his fiery hands.

"I think Osborn is distracted with his tantrum." Kitty told Peter as she used her phasing abilities to get them through the ground, when they were out Peter web slinged them to the top of a building to what the vehicle land in the ocean.

"You have that Osborn is..." Kitty asked but Peter shook his head.

"I know superhero stories and if the villain's body is not found then chances are he survived, I know this is real life but with what we know is now possible then I don't think we can take any chances." Peter told Kitty and she realised he had a point.

**TMCUSSM**

In the HAMMER base known as the Mobile Home, Eric had taken Harry there as he knew the place was a closely guarded secret that only a select few would have clearance too, "I thought Peter was my friend but he took my girl and now my dad from me!" Harry roared with his hood down and had taken off both his mask and his goggles.

Harry wanted to go back for his dad when he saw the place sinking but Eric told him that his father's orders was to keep going, they reached a room where there was MJ, Mark, Morbius and Toomes. MJ and Harry looked shocked as they saw each other and they ran to huge the other.

Once that was done Eric told the ones gathered "this group was an operation Mr Osborn had for a while, a group that would be needed to make sure the world was changed for the better...whether it wanted to or not, welcome to the Sinister Six!"


End file.
